SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 13th, 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”).
Quoin Pharmaceuticals Ltd. Attention: Gordon Dunn 42127 Pleasant Forest Court Ashburn, VA 20148-7349Quoin Pharmaceuticals, Ltd. • February 13th, 2024 • 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
