SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 8th, 2024 • Quoin Pharmaceuticals, Ltd. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of __________, 2024, between Quoin Pharmaceuticals Ltd., a company organized under the laws of Israel (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Series D - WARRANT to purchase ordinary shares represented by american depositary shares Quoin Pharmaceuticals Ltd.Warrant Agreement • March 8th, 2024 • Quoin Pharmaceuticals, Ltd. • Surgical & medical instruments & apparatus
THIS WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (the “Warrant”) certifies that, for value received, [_____________] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [●], 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [●], 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from QUOIN PHARMACEUTICALS LTD., a corporation incorporated under the laws of Israel (the “Company”), up to [●] ordinary shares, no par value per share (the “Ordinary Shares”), of the Company (as subject to adjustment hereunder, the “Warrant Shares”) represented by [●] American Depositary Shares of the Company (“ADSs,” and the ADSs issuable hereunder, the “Warrant ADSs”), with each ADS representing one Ordinary Share (the “ADS Ratio”). The purchase price of one Warrant ADS under this Warrant shall b
AMENDMENT TO WarrantS to purchase ordinary shares represented by american depositary sharesWarrant Amendment • March 8th, 2024 • Quoin Pharmaceuticals, Ltd. • Surgical & medical instruments & apparatus
This AMENDMENT TO WARRANTS TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (this “Amendment”) is entered into as of March [●], 2024, by and between Quoin Pharmaceuticals Ltd., a corporation incorporated under the laws of Israel (the “Company”), and [●] (the “Holder”).
Quoin Pharmaceuticals Ltd.Placement Agent Agreement • March 8th, 2024 • Quoin Pharmaceuticals, Ltd. • Surgical & medical instruments & apparatus • New York
Subject to the terms and conditions of this letter agreement (the “Agreement”) between A.G.P./Alliance Global Partners, as the lead placement agent (“A.G.P.”) (A.G.P. is also referred to herein as the “Placement Agent”), and Quoin Pharmaceuticals Ltd., a company organized under the laws of Israel (the “Company”), the parties hereby agree that the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of up to $[●] million of registered securities of the Company, consisting of: (i) ordinary shares, no par value (the “Ordinary Shares”) represented by American Depositary Shares (the “ADSs”), with each ADS representing one Ordinary Share, (ii) pre-funded warrants to purchase Ordinary Shares represented by ADSs (the “Pre-Funded Warrants”), and (iii) warrants to purchase ADSs (the “Common Warrants” and collectively with the Pre-Funded Warrants, the “Warrants”). The ADSs and Warrants
