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innocollinc.com

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About Innocoll

Innocoll specializes in pharmaceutical, targeted drug delivery, collagen-based technologies. It is based in Newtown Square, Pennsylvania.

Innocoll Headquarter Location

3803 West Chester Pike

Newtown Square, Pennsylvania,

United States

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Quoin Pharmaceuticals : NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 12, 2022 - Form 6-K

Mar 8, 2022

03/01 03/08/2022 | 05:31pm EST Message : TO BE HELD ON APRIL 12, 2022 Notice is hereby given that an Annual General Meeting (the "Annual Meeting") of Shareholders of Quoin Pharmaceuticals Ltd. (the "Company") will be held at The Logan, One Logan Square, Philadelphia, PA 19103, at 12:00 pm, US Eastern Time, on April 12, 2022. The Annual Meeting is being called for the following purposes, as further described in the accompanying proxy statement (the "Proxy Statement"): 1. To re-elect Michael Myers, Denise Carter, Joseph Cooper, James Culverwell, Dennis H. Langer, Natalie Leong, and Michael Sember to the Board of Directors (the "Board") of the Company, each to serve as a director of the Company until the Company's next annual general meeting of shareholders; 2. To approve the increase in the Company's registered share capital from 12,500,000,000 ordinary shares (of no par value) to 50,000,000,000 ordinary shares (of no par value), and to amend the Company's Articles of Association (the "Articles") to reflect such increase, in the form attached as Annex A to the Proxy Statement; 3. To approve a compensation policy for the Company's officers and directors, in the form attached as Annex B to the Proxy Statement; 4. To approve the Company's Amended and Restated Equity Incentive Plan, in the form attached as Annex C to the Proxy Statement; 5. To approve the form of an indemnification and release agreement providing indemnification and release of the Company's officers and directors to the full extent permitted under the Israeli Companies Law, 5759-1999 and the Articles, in the form attached as Annex D to the Proxy Statement; 6. To approve and ratify the terms and conditions of employment of Dr. Michael Myers as the Company's Chief Executive Officer, pursuant to the Executive Employment Agreement, dated March 9, 2018, as amended, between Quoin Pharmaceuticals, Inc., a wholly-owned subsidiary of the Company ("Quoin Inc."), and Dr. Michael Myers; 7. To approve and ratify the terms and conditions of employment of Ms. Denise Carter as the Company's Chief Operating Officer, pursuant to the Executive Employment Agreement, dated March 9, 2018, as amended, between Quoin Inc. and Ms. Denise Carter; 8. To approve a grant of options to Dr. Michael Myers as the Company's Chief Executive Officer; 9. To approve a grant of options to Ms. Denise Carter as the Company's Chief Operating Officer; 10. To approve Dr. Michael Myers' annual discretionary bonus under his terms of employment as the Company's Chief Executive Officer; 11. To approve Ms. Denise Carter's annual discretionary bonus under her terms of employment as the Company's Chief Operating Officer; 12. To approve and ratify the compensation program for the Company's non-employee directors; 13. To approve the grant of options to the Company's non-employee directors pursuant to the Company's compensation program for non-employee directors; 14. To approve and ratify a special bonus for Dr. Michael Myers, in recognition of his contribution to the completion of the merger and private placement transactions of Quoin Inc.; 15. To approve and ratify a special bonus for Ms. Denise Carter, in recognition of her contribution to the completion of the merger and private placement transactions of Quoin Inc.; 16. To approve and ratify the terms of repayment of certain indebtedness of Quoin Inc. to Dr. Michael Myers; 17. To approve and ratify the terms of repayment of certain indebtedness of Quoin Inc. to Ms. Denise Carter; 18. To approve and ratify Dr. Michael Myers' service as both the Company's Chief Executive Officer and Chairman of the Board for a period of three years; 19. To appoint Friedman LLP, a public accounting firm registered with the Public Company Accounting Oversight Board (PCAOB), to serve as the Company's independent registered public accounting firm, until the Company's next annual general meeting of shareholders; 20. To present the financial statements of the Company for the fiscal year ended December 31, 2020; and 21. To conduct any other business which may be properly brought before the Annual Meeting. Our Board recommends that you vote in favor of each proposal (Items 1 through 19) on the agenda, as described in the Proxy Statement. Only record holders of our ordinary shares and record holders of ordinary shares ("ADS holders") represented by American Depositary Shares ("ADS") at the close of business on March 4, 2022 (the "Record Date") are entitled to notice of, and to vote at, the Annual Meeting, including any adjournment or postponement thereof. Shareholders registered in the Company's register of shareholders may vote in person or by completing, dating, signing and mailing the attached proxy card to 42127 Pleasant Forest Court, Ashburn, VA, 20148-7349 (the "Annual Meeting Mailing Address"), so that such proxy card is received no later than twenty-four (24) hours prior to the scheduled date and time of the Annual Meeting. Such shareholders must also provide the Company with a copy of their photo identification document, passport, certificate of incorporation or certificate of formation, as applicable, together with their signed and dated proxy card. Shareholders who hold their shares in "street name", meaning in the name of a bank, broker or other nominee, must either direct the record holder of their shares on how to vote their shares, or obtain a legal proxy from the record holder to vote the shares at the Annual Meeting on behalf of the record holder, together with a proof of such record holder with respect to their holding of the shares on the Record Date, all of the above submitted to the Annual Meeting Mailing Address, so that they are received no later than twenty-four (24) hours prior to the scheduled date and time of the Annual Meeting. You should follow the directions provided by your broker or nominee regarding how to instruct them to vote your shares. ADS holders should return their voting instructions by the date set forth on their voting instruction form. Currently, we are not aware of any other matters that will come before the Annual Meeting. If any other business is properly brought before the Annual Meeting, the persons named as proxies may vote in respect thereof in accordance with their best judgment. Should changes be made to any item on the agenda for the Annual Meeting after the publication of this notice, the Company will communicate the changes to its shareholders through the publication of a press release, a copy of which will be furnished to the SEC on a Report on Form 6-K. Your vote is very important. Whether or not you plan to attend the Annual Meeting, we urge you to read the proxy statement and vote. If you are unable to attend the Annual Meeting in person, you are requested to complete, date and sign the enclosed proxy and to return it promptly. By order of the Board of Directors, /s/ Dr. Michael Myers Important Information Regarding Meeting Attendance We intend to hold the Annual Meeting in person at the location described in this Notice. However, we are sensitive to the public health and travel concerns our shareholders and ADS holders may have, as well as any restrictions, requirements and/or recommendations which may be issued by relevant authorities and/or public health officials from time to time in light of the evolving public health crisis caused by COVID-19 ("Covid Restrictions"). If and to the extent we become aware of any Covid Restrictions likely to materially affect the Annual Meeting, we will keep our shareholders and ADS holders updated of such through publication of a press release, a copy of which will be furnished to the SEC on a Report on Form 6-K. PROXY STATEMENT TO BE HELD ON APRIL 12, 2022 This Proxy Statement is furnished to our holders of ordinary shares, no par value per share, and holders of our ordinary shares ("ADS holders") that are represented by American Depository Shares ("ADS"), collectively referred to as our "Shareholders", in connection with the Annual General Meeting of Shareholders of Quoin Pharmaceuticals Ltd. (the "Annual Meeting"). The Annual Meeting will be held at The Logan, One Logan Square, Philadelphia, PA 19103, at 12:00 pm, US Eastern Time, on April 12, 2022. Throughout this Proxy Statement, we use terms such as "we", "us", "our" and the "Company" to refer to Quoin Pharmaceuticals Ltd., and terms such as "you" and "your" to refer to our Shareholders. As an Israeli company, we are subject to the Israeli Companies Law, 5759-1999 (including the regulations promulgated thereunder, the "Companies Law"). Capitalized terms in this Proxy Statement have the meaning assigned to those terms in our Articles of Association (the "Articles") and the Companies Law, unless the context requires otherwise. Agenda Items The Annual Meeting is being called to consider the proposals set forth below (the "Proposals") and to present the Company's financial statements for the fiscal year ended December 31, 2020. Proposal 1 To re-elect Michael Myers, Denise Carter, Joseph Cooper, James Culverwell, Dennis H. Langer, Natalie Leong, and Michael Sember to the Board of Directors of the Company (the "Board"), each to serve as a director until the Company's next annual general meeting. Proposal 2 To approve the increase in the Company's registered share capital from 12,500,000,000 ordinary shares (of no par value) to 50,000,000,000 ordinary shares (of no par value), and to amend the Articles to reflect such increase, in the form attached as Annex A hereto. Proposal 3 To approve a compensation policy for the Company's officers and directors, in the form attached as Annex B hereto. Proposal 4 To approve the Company's Amended and Restated Equity Incentive Plan, in the form attached as Annex C hereto. Proposal 5 To approve the form of an indemnification and release agreement providing indemnification and release of the Company's officers and directors to the full extent permitted under the Companies Law and the Articles, in the form attached as Annex D hereto. Proposal 6 To approve and ratify the terms and conditions of employment of Dr. Michael Myers as the Company's Chief Executive Officer, pursuant to the Executive Employment Agreement, dated March 9, 2018, as amended, between Quoin Pharmaceuticals, Inc., a wholly-owned subsidiary of the Company ("Quoin Inc.") and Dr. Michael Myers. Proposal 7 To approve and ratify the terms and conditions of employment of Ms. Denise Carter as the Company's Chief Operating Officer, pursuant to the Executive Employment Agreement, dated March 9, 2018, as amended, between Quoin Inc. and Ms. Denise Carter. Proposal 8 To approve a grant of options to Dr. Michael Myers as the Company's Chief Executive Officer, as further described in this Proxy Statement. Proposal 9 To approve a grant of options to Ms. Denise Carter as the Company's Chief Operating Officer, as further described in this Proxy Statement. Proposal 10 To approve Dr. Michael Myers' annual discretionary bonus under his terms of employment as the Company's Chief Executive Officer. Proposal 11 To approve Ms. Denise Carter's annual discretionary bonus under her terms of employment as the Company's Chief Operating Officer. Proposal 12 Proposal 13 To approve the grant of options to the Company's non-employee directors pursuant to the compensation program for the Company's non-employee directors. Proposal 14 To approve and ratify a special bonus for Dr. Michael Myers, in recognition of his contribution to the completion of the merger and private placement transactions of Quoin Inc. Proposal 15 To approve and ratify a special bonus for Ms. Denise Carter, in recognition of her contribution to the completion of the merger and private placement transactions of Quoin Inc. Proposal 16 To approve and ratify the terms of repayment of certain indebtedness of Quoin Inc. to Dr. Michael Myers, as further described in this Proxy Statement. Proposal 17 To approve and ratify the terms of repayment of certain indebtedness of Quoin Inc. to Ms. Denise Carter, as further described in this Proxy Statement. Proposal 18 To approve and ratify Dr. Michael Myers' service as both the Company's Chief Executive Officer and Chairman of the Company's Board, for a period of three years. Proposal 19 To appoint Friedman LLP, a public accounting firm registered with the Public Company Accounting Oversight Board (PCAOB), to serve as the Company's independent registered public accounting firm, until the Company's next Annual General Meeting. We are currently unaware of any other proposals that will be voted upon at the Annual Meeting. Should any other matters, which are subject to a vote of Shareholders, be properly raised at the Annual Meeting, the persons designated as proxies shall vote in accordance with their best judgment on those matters. In accordance with the Companies Law, a shareholder or shareholders holding one percent (1%) or more of voting rights at the Annual Meeting may request an additional item to be included on the Annual Meeting agenda, by having such written request delivered to 42127 Pleasant Forest Court, Ashburn, VA, 20148-7349 by no later than March 15, 2022. To the extent there are any additional agenda items that the Board determines to add as a result of any such submission, the Company will publish an updated agenda and proxy card with respect to the Annual Meeting, by no later than March 22, 2022, which will be furnished to the U.S. Securities and Exchange Commission (the "SEC") on Form 6-K, and will be made available to the public on the SEC's website at http://www.sec.gov . Board Recommendation Who Can Vote Only Shareholders of record at the close of business on March 4, 2022 (the "Record Date"), are entitled to notice of, and to vote at, the Annual Meeting, including any adjournment or postponement thereof. How You Can Vote You can vote your ordinary shares by attending the Annual Meeting. If you do not plan to attend the Annual Meeting, the method of voting may differ for shares held as a record holder, shares held in "street name", and shares underlying ADSs that you hold. Registered Shareholders. Shareholders registered in the Company's register of shareholders ("Registered Shareholders") may vote their shares by attending the Annual Meeting and voting their shares in person or by completing, dating, signing and mailing the attached proxy card, which is available at www.sec.gov, to the Meeting Mailing Address. You must also provide the Company with a copy of your photo identification document, passport or certificate of incorporation, as the case may be. These documents must be received by the Company no later than twenty-four (24) hours prior to the scheduled date and time of the Annual Meeting. Shareholders Holding in "Street Name." Shareholders who hold their shares in "street name," meaning in the name of a bank, broker, or other nominee, must either direct the record holder of their shares on how to vote their shares or obtain a legal proxy from the record holder to vote at the Annual Meeting on behalf of the record holder, together with a proof of such record holder holding of the shares on the Record Date, to be submitted to the Annual Meeting Mailing Address and received no later than twenty-four (24) hours prior to the scheduled date and time of the Annual Meeting. You should follow the directions provided by your broker or nominee regarding how to instruct them to vote your shares. ADS Holders. Under the terms of the Deposit Agreement between the Company, The Bank of New York Mellon, as depositary ("BNY Mellon"), and the ADS holders, BNY Mellon shall endeavor (insofar as is practicable) to vote or cause to be voted the number of shares represented by ADSs in accordance with the instructions provided by the ADS holders to BNY Mellon. For ADSs that are held in "street name", through a bank, broker or other nominee, the voting process will be based on the underlying beneficial holder of the ADSs directing the bank, broker or other nominee to arrange for BNY Mellon to vote the ordinary shares represented by the ADSs in accordance with the beneficial holder's voting instructions. If no instructions are received by BNY Mellon from an ADS holder (whether held directly by a beneficial holder or in "street name") with respect to any of the ordinary shares represented by the ADSs on or before the date established by BNY Mellon for such purpose, BNY Mellon shall not vote or attempt to vote the shares represented by such ADSs. Multiple Record Holders or Accounts. You may receive more than one set of voting materials, including multiple copies of this document and multiple proxy cards or voting instruction forms. For example, ADS holders who hold ADSs in more than one brokerage account may receive a separate voting instruction form for each brokerage account in which ADSs are held. Shareholders of record whose shares are registered in more than one name may receive more than one proxy card. You should complete, sign, date and return each proxy card and voting instruction form you receive. Our Board urges you to vote your shares so that they will be counted at the Annual Meeting or at any postponements or adjournments of the Annual Meeting. Solicitation of Proxies By appointing "proxies", Shareholders may vote at the Annual Meeting, whether or not they attend. If a properly executed proxy in the attached form is received by us at least twenty-four (24) hours prior to the Annual Meeting (and in the case of ADS holders, received by BNY Mellon no later than the date indicated on the voting instruction form), all of the shares represented by the proxy shall be voted as indicated on the form, and in such manner as the holder of the proxy may determine with respect to any other business as may come before the Annual Meeting or any adjournment thereof. If a Shareholder instructs in a proxy to abstain from voting on a specific proposal, or if a duly executed proxy card is received with no voting preference noted, such shares shall not be counted in calculating the percentage of affirmative votes required for approval of such proposal, although they will be counted for the purpose of determining a quorum. Shareholders may revoke their proxies at any time before the deadline for receipt of proxies by filing with us, or with BNY Mellon (in the case of ADS holders), a written notice of revocation, or a duly executed proxy bearing a later date. Proxies are being distributed or made available to Shareholders on or about March 8, 2022. Certain officers, directors, employees, and agents of ours, none of whom will receive additional compensation therefor, may solicit proxies by telephone, emails, or other personal contact. We will bear the cost for the solicitation of the proxies, including postage, printing, and handling, and will reimburse the reasonable expenses of brokerage firms and others for forwarding material to beneficial owners of shares and ADSs. Quorum At the close of business on March 4, 2022, we had outstanding 3,354,653,999 ordinary shares. The foregoing number of outstanding ordinary shares excludes 2,641,693 ordinary shares that are held in treasury and have no voting rights. Each ordinary share (including ordinary shares represented by ADSs) outstanding as of the close of business on the Record Date is entitled to one vote upon each of the matters to be voted on at the Annual Meeting. In the count of the votes of Shareholders, abstentions will not be taken into account, but abstentions will be counted as ordinary shares present for the purpose of determining a quorum. The Annual Meeting will be properly convened if at least two Shareholders attend the Annual Meeting in person or by signed and returned proxies, provided that they hold shares representing at least twenty-five percent (25%) of the outstanding voting rights of the Company. If such quorum is not present within half an hour from the time scheduled for the Annual Meeting, the Annual Meeting will be adjourned for one week (to the same time and place), or to a later date as may be specified by the Board in the notice of the Annual Meeting or by notice to Shareholders eligible to vote. At the reconvened meeting, if there is no quorum within half an hour from the time scheduled for the meeting, any number of our Shareholders present in person or by proxy shall constitute a lawful quorum. Vote Required for the Proposals The approval of Proposals 1, 2, 4, 5, 7, 12, 13, 17, and 19 is subject to the affirmative vote of a majority of the Company's issued and outstanding ordinary shares, including those represented by ADSs, voted in person or by proxy on such Proposal at the Annual Meeting, with abstentions not taken into account for voting purposes (the "Voted Shares"). The approval of Proposals 3, 6, 8, 9, 10, 11, 14, 15, 16, and 18 is also subject to the affirmative vote of a majority of the Voted Shares, provided, however, that either: (a) a majority of those Voted Shares, which do not include shares of a Controlling Shareholder or shares of a Shareholder with a Personal Interest in the adoption of that Proposal (voted in person or by proxy) are voted in favor of the Proposal; or (b) the number of shares voted against the proposal is not greater than two percent (2%) of the number of the Company's issued and outstanding ordinary shares. If Shareholders do not approve one or more of Proposals 3, 6, 8, 9, 10, 11, 14 or 15 at the Annual Meeting, it may be possible, under the Companies Law, to approve such non-approved Proposal or Proposals by our Compensation Committee and our Board making a determination, after re-examining such Proposal(s) and based on detailed reasons, that, notwithstanding the opposition to or lack of approval at the Annual Meeting, the approval of such Proposal or Proposals is nonetheless in the Company's best interest. For Proposals 3, 6, 8, 9, 10, 11, 14, 15, 16 and 18, which require a special majority approval as described above, Shareholders must declare whether or not they are a "Controlling Shareholder" of the Company, or have a "Personal Interest" in the adoption of that proposal. If you are voting by proxy or providing a voting instruction, this declaration can be made by making the appropriate indication next to your vote on the proxy card or voting instruction form, as applicable. Whether or not you are a "Controlling Shareholder" or have a "Personal Interest" in the adoption of a proposal, you must make this declaration in order to ensure that your vote is counted. For the purpose of the declaration of Shareholders on the proxy card or voting instruction form, as applicable, and the determination of special majorities as described above, please note that the terms "Personal Interest," "Relative," and "Controlling Shareholder" are defined under the Companies Law as follows: The "Personal Interest" of a shareholder means a personal interest in any act or transaction of the company, and is deemed to include the personal interest of: (x) any "Relative" of that shareholder; (y) any company with respect to which that shareholder (or any Relative of that shareholder) serves as a director or the chief executive officer, owns at least 5% of the outstanding share capital, or has the right to appoint a director or the chief executive officer; or (z) any person voting for that shareholder by power of attorney, even if the shareholder himself does not have a Personal Interest in such act or transaction, whether or not the person holding power of attorney has discretion as to how to vote on such matter); excluding, however, an interest arising solely from the ownership of shares. A "Relative" means: (a) a spouse, sibling, parent, grandparent, child or descendant; (b) a spouse's child or descendant, parent or sibling; or (c) the spouse of any of the foregoing. A "Controlling Shareholder" means any person (where a corporation and its affiliates, as well as an individual and family members sharing a residence or dependent upon each other for their livelihood, are deemed to be a single person), or persons acting together (whether by means of any trust, syndicate, voting agreement or other arrangement), which, whether directly or indirectly, enjoys a de facto ability to direct the Company's affairs, other than by exercise of official duty as a director or officer of the Company, with holdings by such person or persons of at least 50% of the rights to (x) vote in a shareholders' meeting, or (y) appoint the Company's directors or chief executive officer, creating a rebuttable presumption of "control." We are not aware of the Company having any "Controlling Shareholder" as defined above. How votes will be counted If you provide specific instructions (mark boxes) with regard to the proposal, your shares will be voted as you instruct. If you do not mark one of the boxes, your vote shall not be counted. If you are a Shareholder of record and do not return your proxy card, your shares will not be voted. If you hold shares (including ADSs representing shares) beneficially in street name, your shares will also not be voted at the Annual Meeting if you do not return your proxy card or voting instruction form to instruct your broker or BNY Mellon how to vote. A broker and BNY Mellon may only vote in accordance with instructions from a beneficial owner of shares or ADSs. Reporting Requirements We are subject to the information reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), applicable to foreign private issuers. We fulfill these requirements by filing reports with the SEC. Our filings with the SEC may be inspected without charge at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Room can be obtained by calling the SEC at 1-800-SEC-0330. Our filings are also available to the public on the SEC's website at http://www.sec.gov . As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing certain disclosure and procedural requirements for proxy solicitations. In addition, we are not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as United States companies whose securities are registered under the Exchange Act. This Notice of the Annual Meeting of Shareholders and the Proxy Statement have been prepared in accordance with applicable disclosure requirements in the State of Israel. General Background Information On October 28, 2021, the Company, formerly known as Cellect Biotechnology Ltd. (prior to the Merger, referred to herein as "Cellect"), completed the business combination with Quoin Pharmaceuticals, Inc., a Delaware corporation ("Quoin Inc."), in accordance with the terms of that certain Agreement and Plan of Merger and Reorganization, dated as of March 24, 2021 (the "Merger Agreement"), by and among Cellect, Quoin Inc. and CellMSC, Inc., a Delaware corporation and wholly-owned subsidiary of Cellect (the "Merger Sub"). Pursuant to the Merger Agreement, the Merger Sub merged with and into Quoin Inc., with Quoin Inc. surviving as a wholly-owned subsidiary of the Company (the "Merger"). Immediately after completion of the Merger, Cellect changed its name to "Quoin Pharmaceuticals, Ltd." Our Board has authorized and recommends for approval Proposals 1-19 set forth on the agenda of the Annual Meeting to reflect changes in the business, operations, and management of the Company upon the consummation of the Merger. PROPOSAL 1 RE-ELECTION OF DIRECTORS The Board has nominated each of the following individuals for election as a director at the Annual Meeting: Dr. Michael Myers, Ms. Denise Carter, Mr. Joseph Cooper, Mr. James Culverwell, Dr. Dennis H. Langer, Ms. Natalie Leong, and Mr. Michael Sember. Each nomination for director was based upon the recommendation of our Nominating and Governance Committee, and each nominee for director is a current member of the Board. All nominees have consented to be named, have indicated their intent to serve if elected, and have submitted a written declaration stating that they possesses the requisite skills and expertise, as well as sufficient time, to perform their respective duties as a director of the Company. Dr. Michael Myers, Chief Executive Officer and Director. Dr. Myers has 35 years of industry experience in the drug delivery and specialty pharmaceutical sectors. He has served CEO of Innocoll, Inc. and was responsible for taking that company public in 2014. During his tenure as CEO of Innocoll, Dr. Myers raised over $160 million in public and private funding and was the inventor of the company's lead commercial product. He has also served as President of the drug delivery division of West Pharmaceutical Services, President of pharmaceutical operations for Fuisz Technologies (Biovail) and has held executive positions in Flamel Technologies and Elan Corporation. He is listed as an inventor on numerous patents and has been led the development and commercialization of a number of highly successful pharmaceutical products. Dr. Myers earned his Ph.D. in Chemistry from the University College Cork, Ireland. Dr. Myers serves on the Board of Directors of Sonoran Bioscience in addition to the Board of Advisers for a number of Penn State start-up companies. Denise Carter, Chief Operating Officer and Director. Ms. Denise Carter has over 30 years of experience in the drug delivery and specialty pharmaceutical industries. Prior to Quoin, Ms. Carter was executive vice president of business development and corporate affairs at Innocoll, Inc., vice president of business development of the drug delivery division of West Pharmaceuticals, and she has held executive positions at Eurand and Fuisz Technologies (Biovail.) Ms. Carter earned her MBA from Wharton School of Business, University of Pennsylvania and a B.S. in Chemistry from the College of William and Mary. Joseph Cooper, Director. Mr. Cooper brings more than 30 years of experience in operational, corporate development and general management roles within the pharmaceutical industry. He currently serves Chief of Strategy and Corporate Development for Resonea, Inc. Previously he has held a series of general management, operational and strategic roles within pharmaceutical companies including serving 15 years as Executive Vice President of Corporate Development with Medicis Pharmaceutical and previously with Schein Pharmaceuticals and GD Searle. He is a founding board member of First Place AZ, a nonprofit dedicated to developing new housing options for adults with autism and related disorders and has served as a past board member and chair of the Research and Medical Affairs Committee for the Southwest Autism Research & Resource Center. Mr. Cooper holds an MBA from the WP Carey School of Business at Arizona State University and a BA from Northeastern Illinois University. He serves on the board of Sonoran Biosciences, and has previously served on the board of Bioenvision and as a board observer for several specialty pharmaceutical companies. James Culverwell, Director. Mr. Culverwell was for 25 years a leading healthcare investment analyst, formerly SVP and Global Coordinator Healthcare at Merrill Lynch. He is currently chairman of HOX Therapeutics, a company involved in prostate cancer research, and is a director of TC Biopharm, a NASDAQ listed company developing treatments for cancer based on gamma delta T-cells. He also serves on the board of directors of Safeguard Biosystems, a high throughput molecular diagnostics company. He has been a non-executive director in early stage life science companies, both private and public, including Innocoll, Atlantic Healthcare, ToHealth, Bioco, and Amryt Pharmaceuticals. He received an MSc with honors from the University of Aberdeen. Dennis H. Langer, M.D., J.D., Director. Dr. Langer is a Director of Myriad Genetics, Inc., and Brooklyn ImmunoTherapeutics, Inc., and several private health care companies. He has served as a Director of several public and private biotechnology, specialty pharmaceutical and diagnostic companies, including Sirna Therapeutics, Inc. (acquired by Merck & Co., Inc.), Ception Therapeutics, Inc. (acquired by Cephalon, Inc.), Transkaryotic Therapies, Inc. (acquired by Shire plc), Pharmacopeia, Inc. (acquired by Ligand, Inc.), and Cytogen Corporation (acquired by EUSA Pharma, Inc.). He was a Managing Partner at Phoenix IP Ventures, LLC from 2005-2010. From 2004-2005, he was President, North America for Dr. Reddy's Laboratories, Inc. Dr. Langer was with GlaxoSmithKline 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. He also served as President and CEO at Neose Technologies, Inc. from 1991-1994. Previously, Dr. Langer held R&D and marketing positions at Eli Lilly, Abbott, and Searle. During the past five years, Dr. Langer served as a Director of Dicerna Pharmaceuticals, Inc. and Pernix Therapeutics, Inc., both public companies. Dr. Langer serves on the Dean's Advisory Board of Harvard Law School. He received an M.D. from Georgetown University School of Medicine, a J.D. from Harvard Law School, and a B.A. in Biology from Columbia University. Natalie Leong, Director. Ms. Leong has been Head of Finance and subsequently Head of Product for LoanStreet since October 2019. In this and other advisory roles for start-ups, Ms. Leong specializes in valuations, product development life cycles, financial operations and internal controls. Ms. Leong has worked with companies across Asia, Australia, Europe and the US in valuation and implementation of transactions through sale, IPO, float and raising capital from various sources. She has broad experience analyzing business plans, performing market analyses, preparing financial projections and developing valuation models to advise clients throughout the process of equity transactions, mergers and acquisitions and corporate restructurings. From May 2016 to July 2019, Ms. Leong served as the lead for the Asset Liability Committee for the US at RBC Capital Markets, liaising with Heads of businesses, US CFO, US CRO, and US Treasurer and authoring the CFO's presentation to the Board. In addition, she led FPA for fixed income and origination businesses. From October 2011 to May 2016, Ms. Leong worked as the VP of Capital Insights at National Australia Bank. During these years, Ms. Leong managed and presented at the Group Capital Committee (Group and Divisional CFOs, Treasurer, MD M&A, MD Credit. From February 2008 to October 2011, Ms. Leong specialized in internal controls across retail, corporate and wholesale banking at National Australia Bank. Ms. Leong earned her MBA at The Wharton School, University of Pennsylvania. She earned a B.Comm degree (Finance and Economics) and a B.A. degree (French and Literature) from the University of Melbourne in 2007. Michael Sember, Director. Mr. Sember has over 40 years of global experience in the pharmaceutical industry. He is an accomplished executive, entrepreneur, leader and mentor. Sember has been the COO or CEO of seven diverse companies ranging from drug discovery tools providers to therapeutically focused biotechnology companies to medical devices. Mr. Sember has also been active as a consultant to numerous companies, as well as active in industry organizations and community affairs. Most recently he served as a mentor to companies formed from inventions discovered at the University of Arizona. Currently, Mr. Sember serves as the Chair of the Screening Panel and Board member for the Desert Angels, a Tucson based group of angel investors. Desert Angels was recently ranked as number 1 in the Southwest and number 8 in the Country based on deal activity. The foundation of Mr. Sember's career was established at Marion Laboratories (later Marion Merrell Dow). Mr. Sember performed in a wide range of functions from sales to clinical research and later to R&D program management. Following Marion Merrell Dow, Mr. Sember was Executive VP of Corporate Business Development for Élan Corporation, responsible for strategic collaborations and mergers and acquisitions. Mr. Sember has extensive public and private board experience. He has broad experience in capital raises for both established and startup companies. Mr. Sember earned a Bachelor of Science degree from the University of Pittsburgh and an MBA from Rockhurst University. It is therefore proposed that the following resolutions be adopted at the Annual Meeting: Resolved, hereby, that: F. Ms. Natalie Leong; and G. Mr. Michael Sember; shall hereby be re-elected as Directors of the Company, each to serve in such capacity until the Company's next annual general meeting of shareholders. Our Board unanimously recommends that Shareholders vote "FOR" resolutions 1.A., 1.B., 1.C., 1.D., 1.E., 1.F. and 1.G of this Proposal 1. PROPOSAL 2 INCREASE OF THE COMPANY'S REGISTERED SHARE CAPITAL Under the Articles, the registered share capital of the Company is 12,500,000,000 ordinary shares without any nominal value each. As of the Record Date, the Company had (i) 3,354,653,999 ordinary shares issued and outstanding, excluding 2,641,693 ordinary shares that are held in treasury; and (ii) 8,825,290,117 ordinary shares reserved for purposes of the Company's Amended and Restated Equity Incentive plan described in Proposal 4 below and for the exercise of options and warrants. Under the Companies Law, a company may not issue shares, or securities exercisable for or convertible into shares, in excess of its registered share capital, on a fully diluted basis. In order to have a sufficient reserve of authorized but unissued shares available for corporate purposes, including, without limitation, issuance of ordinary shares upon the conversion of convertible notes, exercise of warrants, and exercise of options under the incentive plan described in Proposal 4 below, or any other option plan which may be adopted by the Company in the future, it is therefore proposed that the following resolution be adopted at the Annual Meeting: Resolved, to increase the Company's registered share capital from 12,500,000,000 ordinary shares (without any nominal value) to 50,000,000,000 ordinary shares (without any nominal value), and to amend the Articles to reflect such increase, in the form attached as Annex A to this Proxy Statement. Our Board unanimously recommends that Shareholders vote "FOR" Proposal 2. PROPOSAL 3 APPROVAL OF COMPENSATION POLICY Under the Companies Law, we are required to adopt and maintain a compensation policy regarding the terms of office and/or employment of our directors, our Chief Executive Officer and executives reporting directly to the Chief Executive Officer, including the grant of any benefit, payment or undertaking to provide payment, such as salary, bonus, equity awards, severance and other compensation or other benefit in connection with termination of services, and also including any exemption from liability, insurance or indemnification. The current officers of the Company to whom this compensation policy will apply are our Chief Executive Officer, Dr. Michael Myers, our Chief Operating Officer, Ms. Denise Carter, and our Chief Financial Officer, Mr. Gordon Dunn (our "Executive Officers"), as well as our non-employee directors. Under the Companies Law, the Board is required to review our compensation policy from time to time to ensure it remains appropriate in light of changing circumstances. The compensation policy must be renewed or revised at least once every three years, and each renewal, revision or amendment of the compensation policy must be approved according to the procedure described below. The Companies Law provides that a compensation policy is to be adopted and periodically reviewed, among other things, in accordance with the following considerations: (a) promoting the Company's long-term goals, strategy and operating plan with a long-term view; (b) forming appropriate incentives for the Company's officers and directors; (c) the size of the Company and the nature of its activities; and (d) with regards to any variable compensation components an officer's or director's contribution to the achievement of the Company's long-term objectives in accordance with such office holder's corporate role in the Company. Following the Merger, in light of the changes in the Company's business, operations, and long-term strategic objectives, our Board, after considering the recommendation of our Compensation Committee, has approved, and recommends that Shareholders approve, the compensation policy in the form attached as Annex B to this Proxy Statement (the "Compensation Policy"). The Compensation Policy provides a framework for establishing the terms of compensation of the Company's directors and executive officers, and guidelines with respect to the structure of fixed and variable compensation elements, including, among other matters: (i) a fixed range of ratio between fixed compensation elements (base salary and benefits) and variable (performance-linked) compensation elements (including discretionary bonuses and equity-based compensation); and (ii) for equity awards, a minimum vesting period of three years; however the Board upon the Compensation Committee's recommendation may accelerate the vesting period under special circumstances, such as a corporate transaction involving a change of control, or material change in an officer's duties. The foregoing description is qualified in its entirety by reference to the complete text of the Compensation Policy attached to this Proxy Statement as Annex B. When considering the Compensation Policy, the Compensation Committee and the Board considered numerous factors, including the considerations and parameters set forth in the Companies Law, and reviewed other information they deemed relevant. It is therefore proposed that the following resolution be adopted at the Annual Meeting: Resolved, to approve the Compensation Policy, attached to this Proxy Statement as Annex B. Our Board unanimously recommends that Shareholders vote "FOR" Proposal 3. PROPOSAL 4 AMENDED AND RESTATED EQUITY INCENTIVE PLAN The amendment and restatement of the Company's 2014 Global Incentive Option Scheme, to be known as the Company's "Amended and Restated Equity Incentive Plan," including an increase in the number of shares reserved for issuance under the Amended and Restated Equity Incentive Plan to 15% of the Company's outstanding ordinary shares on a fully-diluted basis, has been approved by our Board, subject to approval by our Shareholders at the Annual Meeting. The Board believes that the Amended and Restated Equity Incentive Plan will be an important factor in attracting, retaining and motivating our employees (including prospective employees), non-employee directors and consultants. Shareholder approval of the Amended and Restated Equity Incentive Plan is required by the listing standards of The Nasdaq Stock Market LLC. The Amended and Restated Equity Incentive Plan amends and restates 2014 Global Incentive Option Scheme (the "Scheme") and provides for the grant of options to our directors, officers, employees, consultants, advisers and service providers. Pursuant to the Scheme, 58,600,000 ordinary shares were authorized for issuance upon the exercise of options granted under the Scheme. As of the closing date of the Merger, options to purchase 44,895,227 ordinary shares were issued, and up to 13,704,773 ordinary shares were available for issuance under the Scheme. Under the terms of the proposed Amended and Restated Equity Incentive Plan, the Company will be authorized to issue 15% of outstanding ordinary shares, on a fully diluted basis, or 1,826,991,617 ordinary shares, as of the Record Date, which was calculated on the basis of 12,179,944,116 ordinary shares on a fully diluted basis, including 3,354,653,999 issued and outstanding ordinary shares, 6,998,298,500 ordinary shares issuable upon the exercise of options and warrants, and 1,826,991,617 ordinary shares to be authorized under the Amended and Restated Equity Incentive Plan. Other than changing (i) the provision related to the number of shares authorized for issuance under the plan, as described above, and (ii) the name of the plan from the Scheme to Amended and Restated Equity Incentive Plan, and making related conforming changes, there were no revisions made to the plan. The Board shall have the power to administer the Amended and Restated Equity Incentive Plan, either directly or upon the recommendation of the Compensation Committee of the Board, in accordance with applicable law and the Company's Articles. Options granted under the Amended and Restated Equity Incentive Plan are subject to applicable vesting schedules and generally expire ten years from the grant date. The foregoing description is qualified in its entirety by reference to the complete text of the Amended and Restated Equity Incentive Plan attached to this Proxy Statement as Annex C. It is therefore proposed that the following resolution be adopted at the Annual Meeting: Resolved, to approve the Amended and Restated Equity Incentive Plan, attached to this Proxy Statement as Annex C. Our Board unanimously recommends that Shareholders vote "FOR" Proposal 4. PROPOSAL 5 APPROVAL OF INDEMNIFICATION AND RELEASE AGREEMENT Under the Companies Law, we are permitted to enter into agreements with our officers and directors which include a waiver of liability and advance or retrospective indemnification, provided that such agreements conform to specific stipulations of the Companies Law and are authorized by our Articles. Prior to the Merger, the Company maintained an indemnification and release agreement with its directors and officers which included a waiver of liability and advance and retrospective indemnification, as allowed under the Company's Articles of Association and the Companies Law. Under the Companies Law, any agreement with a director or qualified executive officer which includes a waiver of liability, or advance or retrospective indemnification, is considered a component of that director's or officer's compensation, for the purposes of conformance with the compensation policy and the approvals required in order to ratify and/or authorize such agreement. As part of its review of our compensation policies following the Merger, our Board, after receiving the recommendation of our Compensation Committee, has approved, and recommends that Shareholders approve, the form of agreement for the indemnification and release of the Company's officers and directors attached as Annex D to this Proxy Statement (the "Indemnification and Release Agreement"), to be included in the terms of service and/or employment of our executive officers and non-employee directors, and which may be included and referred to in compensation arrangements for other officers and/or directors who may be employed by the Company or serve on our Board in the future. Our Board has determined that the Indemnification and Release Agreement conforms with the requirements of the Companies Law, our Articles, and the Compensation Policy, and that entry into such form of agreement with each of our Executive Officers and non-employee directors is in the Company's best interest. It is therefore proposed that the following resolution be adopted at the Annual Meeting: Resolved, to approve the form of Indemnification and Release Agreement, attached to this Proxy Statement as Annex D. Our Board unanimously recommends that Shareholders vote "FOR" Proposal 5. PROPOSAL 6 APPROVAL AND RATIFICATION OF THE CEO'S EMPLOYMENT TERMS Pursuant to his employment agreement with Quoin Inc., dated as of March 9, 2018 ("Dr. Myers' Executive Employment Agreement"), Dr. Michael Myers was entitled to an annual base salary of $500,000 from Quoin Inc., accruing monthly until paid. In addition, Dr. Myers was entitled to receive from Quoin Inc. an annual discretionary bonus of not less than 30% of his annual base salary, payable at the discretion of Quoin Inc.'s board of directors, as well as a $2,500 monthly office allowance, a $1,500 monthly automobile allowance, and healthcare benefits, in addition to reimbursement of out-of-pocket expenses. At the closing of the Merger, on October 28, 2021, Dr. Myers became the Company's Chief Executive Officer, and the Company assumed Dr. Myers' Executive Employment Agreement. This agreement was amended effective November 9, 2021, to increase Dr. Myers' annual base salary from $500,000 to $550,000 and to increase the annual discretionary bonus to not less than 45% of the annual base salary. After reviewing the assumption of Dr. Myers' Executive Employment Agreement, and after receiving the recommendation of our Compensation Committee, our Board has approved and ratified, and recommends that Shareholders approve and ratify, the assumption of Dr. Myers' Executive Employment Agreement and its subsequent amendment, subject to the Compensation Policy, and together with the Indemnification and Release Agreement to be entered into with Dr. Myers (the "CEO's Employment Terms"). Our Compensation Committee and our Board have determined that the CEO's Employment Terms are reasonable, in line with the Compensation Policy, and in the Company's best interest. This overview is qualified in its entirety by reference to the full text of Dr. Myers' Executive Employment Agreement, which is attached as Exhibit 10.1 to the Company's Form 6-K furnished to the SEC on October 29, 2021, and incorporated herein by reference. It is therefore proposed that the following resolution be adopted at the Annual Meeting: Resolved, to approve and ratify the CEO's Employment Terms. In its resolution adopted by all members of the Board entitled to vote thereon, our Board unanimously recommends that Shareholders vote "FOR" Proposal 6. PROPOSAL 7 APPROVAL AND RATIFICATION OF THE COO'S EMPLOYMENT TERMS Pursuant to her employment agreement with Quoin Inc., dated as of March 9, 2018 ("Ms. Carter's Executive Employment Agreement"), Ms. Denise Carter was entitled to an annual base salary of $400,000 from Quoin Inc., accruing monthly until paid. In addition, Ms. Carter was entitled to receive from Quoin Inc. an annual discretionary bonus of not less than 30% of her annual base salary, payable at the discretion of Quoin Inc.'s board of directors, as well as a $2,500 monthly office allowance, a $1,500 monthly automobile allowance, education benefits, and healthcare benefits, in addition to reimbursement of out-of-pocket expenses. At the closing of the Merger, on October 28, 2021, approved by shareholders of the Company and Quoin Inc., Ms. Carter became the Company's Chief Operating Officer, and the Company assumed Ms. Carter's Executive Employment Agreement. This agreement was amended effective November 9, 2021, to increase Ms. Carter's annual base salary from $400,000 to $440,000, and to increase the annual discretionary bonus to not less than 45% of the annual base salary. After reviewing the assumption of Ms. Carter's Executive Employment Agreement, and after receiving the recommendation of our Compensation Committee, our Board has approved and ratified, and recommends that shareholders approve and ratify, the assumption of Ms. Carter's Employment Agreement and its subsequent amendment, subject to the Compensation Policy, and together with the Indemnification and Release Agreement to be entered into with Ms. Carter (the "COO's Employment Terms"). Our Compensation Committee and our Board have determined that the COO's Employment Terms are reasonable, in line with the Compensation Policy, and in the Company's best interest. This overview is qualified in its entirety by reference to the full text of Ms. Carter's Executive Employment Agreement, which is attached as Exhibit 10.2 to the Company's Form 6-K furnished to the SEC on October 29, 2021, and incorporated herein by reference. It is therefore proposed that the following resolution be adopted at the Annual Meeting: Resolved, to approve and ratify the COO's Employment Terms. In its resolution adopted by all members of the Board entitled to vote thereon, our Board unanimously recommends that Shareholders vote "FOR" Proposal 7. PROPOSAL 8 AS THE COMPANY'S CHIEF EXECUTIVE OFFICER Our Compensation Committee and Board of Directors conducted a review of the compensation of Dr. Michael Myers, our Chief Executive Officer and the co-founder of Quoin Inc., and determined that, in view of Dr. Myers' past performance and significant contribution to the achievement of our strategic goals, and in view of the Company's goal of incentivizing its officers and employees to promote our long-term strategic objectives, bearing in mind Dr. Myers' specific experience and qualifications and the scope of his role and personal responsibilities, and in the interest of aligning Dr. Myers' compensation with the long-term interests of our shareholders, as well as the need to provide appropriate incentives for our Executive Officers, it would be appropriate and in the Company's best interest to award Dr. Myers additional compensation in the form of options under the Amended and Restated Equity Incentive Plan, following and pending the adoption of the Amended and Restated Equity Incentive Plan at the Annual Meeting. In light of these and other considerations, and after receiving the recommendation of our Compensation Committee, our Board has approved, and recommends that the Shareholders approve, the grant to Dr. Myers of, in one or several instalments which the Board may grant in its discretion or in accordance with performance criteria that the Board may establish or amend in its discretion, options to purchase up to 1,071,429 ADS under the Amended and Restated Equity Incentive Plan, at an exercise price per ADS of USD $1.40, to vest over a four-year period, with 25% of the ADS to be vested one year from the date of such grant, and the balance vesting on an annual basis thereafter (25% each year), in accordance with and subject to the Amended and Restated Equity Incentive Plan and further subject to the Compensation Policy (the "CEO Option Grant"). Our Compensation Committee and our Board have determined that this grant of such options is reasonable, in the Company's best interest, and in line with the Compensation Policy. It is therefore proposed that the following resolution be adopted at the Annual Meeting: Resolved, to approve the CEO Option Grant to Dr. Michael Myers as the Company's Chief Executive Officer, in recognition of his past performance and significant contribution to the achievement of the Company's strategic goals, on the terms and conditions described in this Proposal 8. In its resolution adopted by all members of the Board entitled to vote thereon, our Board unanimously recommends that Shareholders vote "FOR" Proposal 8. PROPOSAL 9 AS THE COMPANY'S CHIEF OPERATING OFFICER Our Compensation Committee and Board of Directors conducted a review of the compensation of Ms. Denise Carter, our Chief Operating Officer and the co-founder of Quoin Inc, and determined that, in view of Ms. Carter's past performance and significant contribution to the achievement of our strategic goals, and in view of the Company's goal of incentivizing its officers and employees to promote our long-term strategic objectives, bearing in mind Ms. Carter's specific experience and qualifications and the scope of her role and personal responsibilities, and in the interest of aligning Ms. Carter's compensation with the long-term interests of our shareholders, as well as the need to provide appropriate incentives for our Executive Officers, it would be appropriate and in the Company's best interest to award Ms. Carter additional compensation in the form of options under the Amended and Restated Equity Incentive Plan, following and pending the adoption of the Amended and Restated Equity Incentive Plan at the Annual Meeting. In light of these and other considerations, and after receiving the recommendation of our Compensation Committee, our Board has approved, and recommends that Shareholders approve, the grant to Ms. Carter of, in one or several instalments which the Board may grant in its discretion or in accordance with performance criteria that the Board may establish or amend in its discretion, options to purchase up to 1,071,429 ADS under the Amended and Restated Equity Incentive Plan, at an exercise price per ADS of USD $1.40, to vest over a four-year period, with 25% of the ADS to be vested one year from the date of such grant, and the balance vesting on an annual basis thereafter (25% each year), in accordance with and subject to the Amended and Restated Equity Incentive Plan and further subject to the Compensation Policy (the "COO Option Grant"). Our Compensation Committee and our Board have determined that this grant of such options is reasonable, in the Company's best interest, and in line with the Compensation Policy. It is therefore proposed that the following resolution be adopted at the Annual Meeting: Resolved, to approve the COO Option Grant to Ms. Denise Carter as the Company's Chief Operating Officer, in recognition of her past performance and significant contribution to the achievement of the Company's strategic goals, on the terms and conditions described in this Proposal 9. In its resolution adopted by all members of the Board entitled to vote thereon, our Board unanimously recommends that Shareholders vote "FOR" Proposal 9. PROPOSAL 10 OF THE COMPANY'S CHIEF EXECUTIVE OFFICER As mentioned in Proposal 6 above, under the CEO's Employment Terms, Dr. Michael Myers, as the Company's CEO, is entitled to an annual discretionary bonus of not less than 45% of his annual base salary, all of the above subject to the Compensation Policy. Our Compensation Committee and our Board, taking into consideration the Company's contractual arrangement with Dr. Myers and considering, among other things, the promotion of the Company's long-term goals, strategy and operating plan, the need to form appropriate incentives for the Company's officers, and Dr. Myers' contribution to the achievement of the Company's objectives in accordance with his corporate role, have approved, and recommend that the Shareholders approve, a discretionary bonus in the amount of $247,500 as Dr. Myers' 2021 annual discretionary bonus under the CEO's Employment Terms. It is therefore proposed that the following resolution be adopted at the Annual Meeting: Resolved, to approve a discretionary bonus in the amount of $247,500 to Dr. Michael Myers as his 2021 annual discretionary bonus under the CEO's Employment Terms. In its resolution adopted by all members of the Board entitled to vote thereon, our Board unanimously recommends that Shareholders vote "FOR" Proposal 10. PROPOSAL 11 OF THE COMPANY'S CHIEF OPERATING OFFICER As mentioned in Proposal 7 above, under the COO's Employment Terms, Ms. Denise Carter, as the Company's Chief Operating Officer, is entitled to an annual discretionary bonus of not less than 45% of her annual base salary, all of the above subject to the Compensation Policy. Our Compensation Committee and our Board, taking into consideration the Company's contractual arrangement with Ms. Carter and considering, among other things, the promotion of the Company's long-term goals, strategy and operating plan, the need to form appropriate incentives for the Company's officers, and Ms. Carter's contribution to the achievement of the Company's objectives in accordance with her corporate role, have approved, and recommend that the Shareholders approve, a discretionary bonus in the amount of $198,000 as Ms. Carter's 2021 annual discretionary bonus under the COO's Employment Terms. It is therefore proposed that the following resolution be adopted at the Annual Meeting: Resolved, to approve a discretionary bonus in the amount of $198,000 to Ms. Denise Carter as her 2021 annual discretionary bonus under the COO's Employment Terms. In its resolution adopted by all members of the Board entitled to vote thereon, our Board unanimously recommends that Shareholders vote "FOR" Proposal 11. PROPOSAL 12 APPROVAL AND RATIFICATION OF NON-EMPLOYEE DIRECTORS' COMPENSATION PROGRAM Prior to the closing of the Merger, under Quoin Inc.'s director compensation policy, Quoin Inc.'s non-employee directors were entitled to receive as compensation for their service: (a) an annual base retainer of $60,000; (b) for committee chairpersons, an additional $15,000 per year for service as the chairperson of a board committee; and (c) for standing committee members, $5,000 per year for each committee service. In addition, each of Quoin Inc.'s non-employee directors was entitled to receive an inaugural award of options to purchase shares of Quoin Inc.'s common stock valued at $165,000, and an annual award of options to purchase shares of Quoin Inc.'s common stock valued at $60,000. At the closing of the Merger, Quoin Inc.'s non-employee directors were appointed as directors of the Company. Our Compensation Committee has recommended, and our Board has approved and ratified, the proposal that non-employee directors serving from time to time receive compensation for their service on the Board of the Company from and after the closing of the Merger, in a manner similar to and consistent with Quoin Inc.'s director compensation policy, as described above, in the form of identical base retainer and committee fees and option grants, in addition to entering into the Indemnification and Release Agreement (all of the above together, the "Non-Employee Directors' Compensation Program"). After receiving the recommendation of our Compensation Committee, determining that the Non-Employee Directors' Compensation Program is reasonable and in the Company's best interest, and is in line with the Compensation Policy, our Board has approved and ratified, and recommends that Shareholders approve and ratify, the Non-Employee Directors' Compensation Program at the Annual Meeting, as the terms and conditions of the Non-Employee Directors' service on our Board and our Board's committees. Public companies which are incorporated under the laws of the State of Israel are, generally speaking, required to appoint at least two external directors who meet certain specifications and qualifications, and whose compensation is regulated by the Companies Law ("External Directors"). Notwithstanding the above, the Companies Law provides regulatory relief under certain conditions, which we currently meet, which allows companies like us to satisfy the laws and listing rules regarding independent directors, in lieu of the provisions of the Companies Law requiring the appointment of External Directors and providing specific rules regarding their compensation. Since none of our directors is an External Director, the compensation of all of our Non-Employee Directors can be made on a uniform basis, as proposed in this Proposal 12. Should we cease to qualify for this regulatory relief in the future, we will be required to convene a special General Meeting of the shareholders at the earliest possible date, the agenda of which shall include the appointment of at least two External Directors, whose compensation would be subject to specific rules under the Companies Law. It is therefore proposed that the following resolution be adopted at the Annual Meeting: Resolved, to approve and ratify the Non-Employee Directors' Compensation Program for non-employee directors serving from time to time. The Board unanimously recommends that Shareholders vote "FOR" Proposal 12. PROPOSAL 13 APPROVAL OF GRANT OF OPTIONS TO EACH OF THE COMPANY'S NON-EMPLOYEE DIRECTORS As indicated in the discussion of Proposal 12 above, since none of our directors is an External Director, the compensation of all of our Non-Employee Directors can be made on a uniform basis. Pursuant to and in line with the Non-Employee Directors' Compensation Program, under this proposal, each currently serving non-employee director would receive: (a) as an inaugural grant, an option to purchase 117,857 ADS under the Amended and Restated Equity Incentive Plan, at an exercise price per ADS of USD $1.40, to vest over a three-year period, with one third of such options to be vested one year from the date of such grant and the balance vesting on annual basis thereafter (one-third every year), all in accordance with and subject to the terms and conditions of the Amended and Restated Equity Incentive Plan; and (b) as an annual grant for 2022, an option to purchase 42,857 ADS under the Amended and Restated Equity Incentive Plan, at the same exercise price and as per the same vesting schedule as set forth in (a) above; all of the above subject to the terms and conditions of the Amended and Restated Equity Incentive Plan and further subject to the Compensation Policy (the "Non-Employee Directors' Option Grant"). In light of these and other considerations, and after receiving the recommendation of our Compensation Committee, our Board has approved, and recommends that the Shareholders approve, the Non-Employee Directors' Option Grant. Our Compensation Committee and our Board have determined that this g

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    Innocoll's headquarters is located at 3803 West Chester Pike, Newtown Square.

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    Innocoll's latest funding round is Other Investors.

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