As filed with the Securities and Exchange Commission
on June 14, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Quoin Pharmaceuticals Ltd.
(Exact name of registrant as specified in its
charter)
Not Applicable
(Translation of registrant’s name into
English)
| State of Israel |
|
Not Applicable |
(State
or other jurisdiction of
incorporation or organization) |
|
(I.R.S.
Employer
Identification Number) |
Azrieli Center, Round Tower, 30th Floor
132 Menachem Begin Blvd
Tel Aviv, 6701101
Tel: +972 58-448-8821
(Address and telephone number of registrant’s
principal executive offices)
Dr. Michael Myers
Chief Executive Officer
Quoin Pharmaceuticals Ltd.
42127 Pleasant Forest Ct
Ashburn, VA 20148
Tel: 703-980-4182
(Name, address and telephone number of agent
for service)
Copies of all communications, including
communications sent to agent for service, should be sent to:
| Yelena M.
Barychev |
Phillip Waldoks |
| Peter I. Tsoflias |
Clifford Davis |
| Peter M. Melampy |
Amir Assali |
| Blank Rome LLP |
S. Horowitz &
Co. |
One
Logan Square
130 North 18th Street
Philadelphia, PA 19103 |
31
Ahad Ha’am Street
Tel Aviv, 6520204
Israel |
| Tel: (215) 569-5500 |
Tel: +972 3 567 0700 |
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this registration statement.
If only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following box. ¨
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. ¨
If this Form is a registration statement pursuant to General
Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under
the Securities Act, check the following box. ¨
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant
to Rule 413(b) under the Securities Act, check the following box. ¨
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ¨
If an emerging growth company that prepares its financial statements
in accordance with U.S. GAAP, 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 to Section 7(a)(2)(B) of the Securities Act. ☐
| † |
The term “new or revised financial accounting standard” refers to any update issued
by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
The registrant hereby amends this registration statement on such
date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically
states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
The information
in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT
TO COMPLETION, DATED JUNE 14, 2022
PROSPECTUS
$100,000,000
Ordinary Shares Represented by American Depositary
Shares
Warrants
Subscription Rights
Debt Securities
Units
From time to time, we may offer and sell up to
$100,000,000, in the aggregate, of our ordinary shares represented by American Depositary Shares, or “ADSs,” warrants to
purchase ordinary shares represented by ADSs, subscription rights, debt securities consisting of debentures, notes or other evidences
of indebtedness, and units comprised of, or other combinations of, the foregoing securities, in one or more offerings, at prices and
on the terms that we will determine at the time of the offering and which will be set forth in a prospectus supplement and any related
free writing prospectus. We refer to the ordinary shares represented by ADSs, warrants, subscription rights, debt securities and units
individually and collectively as “securities” in this prospectus.
This prospectus provides you with a general description
of the securities we may offer and the general manner in which they may be offered. Any prospectus supplement and any related free writing
prospectus may also add, update or change information contained in this prospectus. You should carefully read this prospectus, the applicable
prospectus supplement and related free writing prospectus, together with the documents we incorporated by reference, before you invest
in any of our securities.
We may, from time to time, offer and sell securities
described in this prospectus and any applicable prospectus supplement to or through one or more underwriters, dealers and agents, or
directly to purchasers, or through a combination of these methods. If any underwriters, agents or dealers are involved in the sale of
any of these securities, the applicable prospectus supplement will set forth the names of the underwriters, agents or dealers and any
applicable offering price, fees, commissions or discounts. For a more complete description of the plan of distribution of the securities,
see the section entitled “Plan of Distribution” beginning on page 23
of this prospectus. Our net proceeds from the sale of securities will also be set forth in the applicable prospectus supplement.
Our ADSs are listed on the Nasdaq Capital Market
under the symbol “QNRX.” On June 13, 2022, the closing price of our ADSs
on the Nasdaq Capital Market was $0.4349 per ADS.
As of June 13,
2022, the aggregate market value of our outstanding ordinary shares represented by ADSs held by non-affiliates, or public float, was
approximately $10,066,910, based on 3,355,636,800 ordinary shares represented by 8,389,092 ADSs held by non-affiliates and a per ADS
price of $1.20 based on the closing sale price of our ADS on the Nasdaq Capital Market on April 20, 2022, which was the highest
closing price of our ADS within the last 60 days prior to the date of this filing. Pursuant to General Instruction I.B.5 of Form F-3,
in no event will we sell securities registered on this registration statement, of which any prospectus supplement forms a part, in a
public primary offering with a value exceeding more than one-third of our public float in any 12-month period so long as our public float
remains below $75.0 million. During the 12 calendar months prior to and including the date of this prospectus, we have not offered or
sold any securities pursuant to General Instruction I.B.5 of Form F-3.
Investing in our securities involves a high
degree of risk. See the section entitled “Risk Factors” on page 1 of
this prospectus, in the applicable prospectus supplement and in the documents we incorporate by reference herein or therein for a discussion
of the factors you should consider carefully before investing in our securities.
Neither the Securities and Exchange Commission
nor any state or other securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy
of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is ,
2022.
TABLE OF CONTENTS
ABOUT
THIS PROSPECTUS
This prospectus is part of a registration statement
on Form F-3 that we filed with the Securities and Exchange Commission, or the “SEC,” using a “shelf” registration
process. By using a shelf registration statement, we may sell securities, from time to time, in one or more offerings, up to a total
dollar amount of $100,000,000, as described in this prospectus. This prospectus only provides you with a summary description of these
securities. Each time that we offer and sell securities, we will provide a prospectus supplement to this prospectus that contains specific
information about the securities being offered and sold and the specific terms of that offering. We may also authorize one or more free
writing prospectuses to be provided to you that may contain material information related to these offerings. The prospectus supplement
and any related free writing prospectus that we may authorize to be provided to you may also add, update or change information contained
in this prospectus with respect to that offering. If there is any inconsistency between the information in this prospectus and in the
applicable prospectus supplement and any related free writing prospectus, you should rely on the prospectus supplement and any related
free writing prospectus. Before purchasing any securities, you should carefully read both this prospectus and the applicable prospectus
supplement, together with the additional information described under the headings “Where You Can Find More Information” and
“Incorporation of Documents by Reference.”
We have not authorized any other person to provide
you with different or additional information other than that contained in or incorporated by reference into this prospectus or any applicable
prospectus supplement. We don’t take any responsibility, and can make no assurance as to the reliability of, any other information
that others may give you. We will not make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.
You should assume that the information appearing in this prospectus and the applicable prospectus supplement to this prospectus is accurate
as of the date on its respective cover, and that any information incorporated by reference is accurate only as of the date of the document
incorporated by reference, unless we indicate otherwise. Our business, financial condition, results of operations and prospects may have
changed since those dates.
This prospectus incorporates by reference market
data and certain industry data and forecasts that were obtained from market research databases, publicly available information, reports
of governmental agencies and industry publications and surveys. Industry surveys, publications, and forecasts generally state that the
information contained therein has been obtained from sources believed to be reliable. We have relied on certain data from third-party
sources, including internal surveys, industry forecasts and market research, which we believe to be reliable based on our management’s
knowledge of the industry. Statements as to our market position are based on the most currently available data. While we are not aware
of any misstatements regarding the industry data presented in this prospectus, our estimates involve risks and uncertainties and are
subject to change based on various factors, including those discussed under the heading “Risk Factors” in this prospectus
and in the relevant prospectus supplement, and under similar headings in the other documents that are incorporated herein or therein
by reference.
Certain figures included in this prospectus have
been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of
the figures that precede them.
As used herein, and unless the context suggest
otherwise, the terms “Quoin Ltd.,” “the company,” “we,” “us” and “our” refer
to Quoin Pharmaceuticals Ltd. and its subsidiaries. References to “dollar” and “$” are to U.S. dollars, the lawful
currency of the United States.
RISK
FACTORS
Investing in our securities involves a high degree
of risk. You should carefully consider the risk factors and uncertainties described under the heading “Risk Factors” in Item
3.D. of our Annual Report on Form 20-F filed with the SEC on April 14, 2022, which are incorporated by reference in this prospectus,
as well as the risks, uncertainties and additional information described in any applicable prospectus supplement and in the other documents
incorporated by reference in this prospectus or in any such prospectus supplement, as well as the information relating to us identified
in “Cautionary Statement Regarding Forward Looking Statements,” before investing in any of the securities that may be offered
or sold pursuant to this prospectus. These risks and uncertainties could materially affect our business, results of operations or financial
condition and cause the value of our securities to decline. Our subsequent filings with the SEC may contain amended and updated discussions
of significant risks. For a description of those reports and documents, and information about where you can find them, please see “Where
You Can Find More Information” and “Incorporation of Documents by Reference.” Additional risks not presently known
or that we presently consider to be immaterial could subsequently materially and adversely affect our financial condition, results of
operations, business and prospects.
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain information included in this prospectus
may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act 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 of results of
operations or of financial condition, expected capital needs and expenses, statements relating to the research, development, completion
and use of our products, and all statements (other than statements of historical facts) that address activities, events or developments
that we intend, expect, project, believe or anticipate will or may occur in 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 on assumptions and assessments
made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments
and other factors they believe to be appropriate.
Important factors that could cause actual results,
developments and business decisions to differ materially from those anticipated in these forward-looking statements include, among other
things:
| • | our history of losses and needs for
additional capital to fund our operations and our inability to obtain additional capital
on acceptable terms, or at all; |
| • | our ability to comply with the applicable
continued listing requirements of Nasdaq; |
| • | our limited operating history and
the difficulties encountered by a small developing company; |
| • | our lack of revenue generated from
product sales since inception, and potential inability to be profitable; |
| • | uncertainties of cash flows and inability
to meet working capital needs; |
| • | our ability to obtain regulatory approvals; |
| • | our ability to obtain favorable pre-clinical
and clinical trial results; |
| • | our ability to identify and develop
potential product candidates; |
| • | additional costs or delays associated
with unsuccessful clinical trials; |
| • | the inability to predict the timing
of revenue from a future product; |
| • | the extensive regulatory requirements
and future developmental and regulatory challenges we will still face even if we obtain approval
for a product candidate; |
| • | our ability to obtain or maintain
orphan drug designation or exclusivity for our product candidates; |
| • | our ability to obtain Rare Pediatric
Disease designation for our product candidates; |
| • | the potential oversight of programs
or product candidates that may be more profitable or more successful; |
| • | our technology may not be validated
and our methods may not be accepted by the scientific community; |
| • | the ability to conduct clinical trials,
because of difficulties enrolling patients or other reasons; |
| • | the requirements of being publicly
traded may strain our resources; |
| • | potential adverse effects resulting
from failure to maintain effective internal controls; |
| • | our obligations and governance practices
as a “foreign private issuer” being different from those of U.S. domestic reporting
companies may result in less protection for investors; |
| • | the potential negative impact on our
securities price and trading volume if securities or industry analysts do not publish reports
about us or if they adversely change their recommendations about our business; |
| • | the potential volatility of the market
price for our ADSs; |
| • | the potential dilution of our shareholders’
potential ownership due to future issuances of share capital; |
| • | the requirement for holders of ADSs
to act through the depositary to exercise their rights; |
| • | the potential limitations on ADS holders
with respect to the transfer of their ADSs |
| • | the risks of securities class action
litigation; and |
All forward-looking statements contained herein
speak only as of the date of this prospectus and are expressly qualified in their entirety by the cautionary statements included in this
prospectus. We do not undertake to update or revise forward-looking statements to reflect events or circumstances that arise after the
date on which such statements are made or to reflect the occurrence of unanticipated events, except as required by law. In evaluating
forward-looking statements, you should consider these risks and uncertainties and not place undue reliance on our forward-looking statements.
OUR
COMPANY
Business Overview
We are an emerging specialty pharmaceutical company
dedicated to developing products that help treat rare and orphan diseases for which there are currently no approved treatments. We believe
the rare and orphan disease space represents an attractive commercial opportunity for a number of reasons.
Our initial focus is on the development of products,
using our proprietary owned and in-licensed technology, that could help address rare skin diseases for which there are currently no approved
treatments or cures. Our first lead product is QRX003, a once daily, topical lotion comprised of a broad-spectrum serine protease inhibitor,
formulated with the proprietary Invisicare® technology, to treat Netherton Syndrome. In addition, we intend to pursue the clinical
development of QRX003 in other rare dermatological diseases including Peeling Skin Syndrome, SAM Syndrome, and Palmoplantar Keratoderma.
We are also developing QRX004 as a potential treatment for Dystrophic Epidermolysis Bullosa. In addition, we are also developing QRX006
as a potential therapy for an, as of yet, undisclosed rare skin disease. A provisional patent application for QRX006 was filed with the
USPTO in May 2021.
Corporate Information
Our legal and commercial name is Quoin Pharmaceuticals
Ltd. We were incorporated under the laws of the State of Israel in 1986 and operate under the Israeli Companies Law 5759-1999, as amended
(the “Companies Law”). We have been a public company traded on the Tel Aviv Stock Exchange (“TASE”) from 1990
until September, 2017 (when our shares were delisted from TASE), and our ADSs have been listed on the Nasdaq Capital Market since July 29,
2016. We were incorporated under the name Montiger Ltd. Between 1986 and 2021 we underwent several name changes, including the name change
to Cellect Biotechnology Ltd. (“Cellect”) in July 2016 and most recently in October 2021 in connection with the
business combination with Quoin Pharmaceuticals, Inc., a Delaware corporation (“Quoin Inc.”).
On October 28, 2021, Cellect completed the
business combination with Quoin Inc. in accordance with the terms of the 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 (“Merger Sub”), pursuant to which Merger Sub merged with and into Quoin Inc., with
Quoin Inc. surviving as a wholly-owned subsidiary of Cellect (the “Merger”). Immediately after completion of the Merger,
Cellect changed its name to “Quoin Pharmaceuticals Ltd.” The ADSs listed on the Nasdaq Capital Market traded through the
close of business on October 27, 2021 under the ticker symbol “APOP,” and commenced trading on the Nasdaq Capital Market,
under the ticker symbol “QRNX” on October 29, 2021.
Our registered office is located in Azrieli Center,
Round Tower, 30th Floor, 132 Menachem Begin Blvd, Tel Aviv, 6701101, Israel, and our telephone number is +972 58-448-8821. Our agent
for service of process in the United States is Corporation Services Company, 251 Little Falls Drive, Wilmington, Delaware 19808.
The Quoin logo and other trademarks or service
marks of Quoin Ltd. appearing in this prospectus are the property of Quoin Ltd. This prospectus contains references to our trademarks
and to trademarks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus, including
logos, artwork and other visual displays, may appear without the ™ symbols, but such references are not intended to indicate, in
any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to
these trademarks and trade names. We do not intend our use or display of other companies’ trade names or trademarks to imply a
relationship with, or endorsement or sponsorship of us by, any other companies.
CAPITALIZATION
Our capitalization will be set forth in applicable
prospectus supplements to this prospectus or in a Report of Foreign Private Issuer on Form 6-K subsequently furnished to the SEC
and specifically incorporated in a prospectus supplement or herein.
USE
OF PROCEEDS
Unless otherwise indicated in an accompanying
prospectus supplement, the net proceeds from the sale of securities by our Company under this prospectus will be used as additional working
capital, for funding the growth of our business, including, potentially, for funding any merger or acquisition opportunities that may
arise with companies that have products, services and technologies that are complementary to ours, and for general corporate purposes.
Pending these uses, we may invest the net proceeds from the sale of securities in accordance with our investment policies, as amended
from time to time, which currently allow us to invest in bank deposits carrying interest. When securities are offered, the prospectus
supplement relating thereto will set forth our intended use of the net proceeds that we receive from the sale of such securities.
DESCRIPTION
OF SECURITIES
We may sell from time to time, in one or more
offerings, ordinary shares represented by ADSs, warrants, subscription rights, debt securities and/or units comprising any combination
of these securities. The aggregate offering price for all securities that we may sell will not exceed $100,000,000.
The descriptions of the securities contained
in this prospectus, together with the applicable prospectus supplements, summarize the material terms and provisions of the various types
of securities that we may offer. We will describe in the applicable prospectus supplement the particular terms of any securities offered
by such prospectus supplement. If we so indicate in the applicable prospectus supplement, the terms of the securities may differ from
the terms we have summarized below. We may also include in the prospectus supplement information about material United States federal
income tax considerations relating to the securities.
The following summary of certain provisions of
our securities and any description in the applicable prospectus supplement do not purport to be complete and are subject to, and qualified
in their entirety by reference to any accompanying prospectus supplement, the documents incorporated by reference therein. You should
carefully read this prospectus and any prospectus supplement before you invest in any of our securities.
Description of Share Capital
General
The following are summaries of material provisions
of our articles of association and the Companies Law, insofar as they relate to the material terms of our ordinary shares.
Purposes and Objects of the Company
Our purpose is set forth in Section 2 of
our articles of association and includes every lawful purpose.
Voting Rights
Holders of our ordinary shares have one vote
for each ordinary share held on all matters submitted to a vote of shareholders at a shareholders meeting. Shareholders may vote at shareholders
meetings either in person, by proxy or by written ballot. Israeli law does not allow public companies to adopt shareholder resolutions
by means of written consent in lieu of a shareholders meeting. The board of directors shall determine and provide a record date for each
shareholders meeting and all shareholders at such record date may vote. Unless stipulated differently in the Companies Law or in the
articles of association, all shareholders’ resolutions shall be approved by a simple majority vote. As a general rule, an amendment
to our articles of association requires the prior approval of a simple majority of our shares represented and voting at a general meeting.
Transfer of Shares
Our ordinary shares that are fully paid for are
issued in registered form and may be freely transferred under our articles of association, unless the transfer is restricted or prohibited
by applicable law or the rules of a stock exchange on which the shares are traded. The ownership or voting of our ordinary shares
by non-residents of Israel is not restricted in any way by our articles of association or Israeli law, except for ownership by nationals
of some countries that are, or have been, in a state of war with Israel.
Amendment of Share Capital
Our articles of association enable us to increase
or reduce our share capital. Any such changes are subject to the provisions of the Companies Law and must be approved by a resolution
duly passed by our shareholders at a general or special meeting by voting on such change in the capital. In addition, transactions that
have the effect of reducing capital, such as the declaration and payment of dividends in the absence of sufficient retained earnings
and profits, or an issuance of shares for less than their nominal value (which would be applicable to our company should our articles
be changed so as to permit the issue of shares having a nominal value, however our shares currently have no nominal value), require a
resolution of our board of directors and court approval.
Dividends
Under Israeli law, we may declare and pay dividends
only if, upon the determination of our board of directors, there is no reasonable concern that the distribution will prevent us from
being able to meet the terms of our existing and foreseeable obligations as they become due. Under the Companies Law, the distribution
amount is further limited to the greater of retained earnings or earnings generated over the two most recent years legally available
for distribution according to our then last reviewed or audited financial statements, provided that the date of the financial statements
is not more than six months prior to the date of distribution. In the event that we do not have retained earnings or earnings generated
over the two most recent years legally available for distribution, we may seek the approval of the court in order to distribute a dividend.
The court may approve our request if it determines that there is no reasonable concern that the payment of a dividend will prevent us
from satisfying our existing and foreseeable obligations as they become due.
Shareholders Meetings
Under Israeli law, we are required to hold an
annual general meeting of our shareholders once every calendar year and in any event no later than 15 months after the date of the previous
annual general meeting. All meetings other than the annual general meeting of shareholders are referred to as special meetings. Our board
of directors may call special meetings whenever it sees fit, at such time and place, within or outside of Israel, as it may determine.
In addition, the Companies Law and our articles of association provide that our board of directors is required to convene a special meeting
upon the written request of (1) any two of our directors or one quarter of the directors then in office; or (2) one or more
shareholders holding, in the aggregate either (a) 5% of our issued share capital and 1% of our outstanding voting rights, or (b) 5%
of our outstanding voting rights.
Subject to the provisions of the Companies Law
and the regulations promulgated thereunder, shareholders entitled to participate and vote at general meetings of a company are the shareholders
of record on a date to be decided by the board of directors which for us, as a company listed on an exchange outside Israel, may be between
four and forty days prior to the date of the meeting.
The Companies Law and our articles of association
require that resolutions regarding the following matters must be passed at a general meeting of our shareholders:
| • | amendments to our articles of association; |
| • | appointment or termination of our
auditors; |
| • | appointment and dismissal of External
Directors, if and to the extent any are required to be appointed; |
| • | approval of acts and transactions
requiring general meeting approval pursuant to the Companies Law; |
| • | increases or reductions of our authorized
share capital; |
| • | authorizing the Chairman of the board
of directors or his relative to serve as the company’s Chief Executive Officer or be
vested with such authority; or authorizing the company’s Chief Executive Officer or
his relative to serve as the Chairman of the board of directors or be vested with such authority. |
Under the Companies Law and our articles of association,
notice of any annual or special shareholders meeting be provided at least 14 days prior to the meeting, and if the agenda of the meeting
includes the appointment or removal of directors, the approval of office holders’ compensation or transactions with office holders
or interested or related parties, approval of a merger, or authorization of the Chairman of the board or his relative to serve as or
be vested with authorities of the Chief Executive Officer, or of the Chief Executive Officer to serve as or be vested with authorities
of the Chairman of the board, notice must be provided at least 35 days prior to the meeting
Quorum
The quorum required for our general meetings
of shareholders consists of two or more shareholders present in person, by proxy or by other voting instrument in accordance with the
Companies Law and our articles of association, who hold or represent, in the aggregate, at least 25% of the total outstanding voting
rights, within half an hour from the time the meeting was designated to start.
A meeting adjourned for lack of a quorum will
be adjourned for one week, to the same day in the following week and at the same time and place, or to a later date if so specified in
the notice of the meeting, or to another day or place determined by our board of directors in a notice to shareholders. At the reconvened
meeting, if a quorum is not present within half an hour from the scheduled time, any number of our shareholders present in person or
by proxy shall constitute a lawful quorum.
Resolutions
Our articles of association provide that all
resolutions of our shareholders require a simple majority vote, unless otherwise required by applicable law. Under the Companies Law,
certain actions require the approval of a special majority, including: (i) an extraordinary transaction with a controlling shareholder
or in which a controlling shareholder has a personal interest (including any private placement in which a controlling shareholder has
a personal interest), or any transaction regarding the terms of employment or other engagement of a controlling shareholder or a controlling
shareholder’s relative, other than certain exceptions as provided by regulatory relief, (ii) matters related to the compensation
of our Chief Executive Officer, other than special circumstances under which our compensation committee can exempt such transactions
from shareholder approval, (iii) the adoption of a compensation policy, (iv) compensation arrangements or grants that are exceptions
to the guidelines under our compensation policy, (v) authorization of our Chief Executive Officer to serve as or be vested with
the authorities of the Chairman of our board of directors, or for the Chairman of our board of directors to serve as or be vested with
the authorities of our Chief Executive Officer, and (vi) appointment of External Directors, if any are appointed.
The Companies Law provides that a shareholder,
in exercising his or her rights and performing his or her obligations toward the company and its other shareholders, must act in good
faith and in a customary manner, and avoid abusing his or her power.
Dissolution
Generally under Israeli law, a resolution for
the voluntary winding up of a company requires the approval of holders of 75% of the voting rights represented at the meeting, in person,
by proxy or by written ballot and voting on the resolution.
In the event of our liquidation, after satisfaction
of liabilities to creditors, our assets will be distributed to the holders of our ordinary shares (including holders of entitlements
to shares, after deducting the nominal value (if any) of such shares and the price which would have been paid in order to exercise the
right to such shares), in proportion to their shareholdings. This right, as well as the right to receive dividends, may be affected by
the grant of preferential dividend or distribution rights to the holders of a class of shares with preferential rights that may be authorized
in the future.
Access to Corporate Records
Under the Companies Law, all shareholders of
a company generally have the right to review minutes of the company’s general meetings, its register of shareholders and material
shareholders, articles of association, financial statements and any document it is required by law to file publicly with the Israeli
Companies Registrar. Any of our shareholders may request to review any document in our possession that relates to any action or transaction
with a related party, interested party, or office holder that requires shareholder approval under the Companies Law. We may deny a request
to review a document if we determine that the request was not made in good faith, that the document contains a trade secret or patent,
or that the document’s disclosure may otherwise prejudice our interests.
Acquisitions under Israeli Law
Full Tender Offer
A person wishing to acquire shares of a public
Israeli company and who would as a result hold over 90% of the target company’s issued and outstanding share capital, is required
by the Companies Law to make a tender offer to all of the company’s shareholders for the purchase of all of the issued and outstanding
shares of the company. A person wishing to acquire shares of a public Israeli company, and who would as a result hold over 90% of the
issued and outstanding share capital of a certain class of shares, is required to make a tender offer to all of the shareholders who
hold shares of that class for the purchase of all of the issued and outstanding shares of that class. If the shareholders who do not
accept the offer hold less than 5% of the issued and outstanding share capital of the company or of the applicable class, all of the
shares that the acquirer offered to purchase will be transferred to the acquirer by operation of law, provided that a majority of the
offerees that do not have a personal interest in such tender offer, have accepted the tender offer. Alternatively, if shareholders who
do not accept the tender offer represent less than 2% of the company’s issued and outstanding share capital (or less than 2% of
the applicable class of shares), approval by a majority of the offerees that do not have a personal interest in such tender offer is
not required to complete the tender offer. A shareholder whose shares are so transferred may petition the court regarding the fair value
to be paid in consideration of such shares, within six months from the date of acceptance of the full tender offer; this right of petition
applies to all offeree shareholders, unless the acquirer stipulated in the tender offer that a shareholder accepting the offer may not
seek appraisal rights, and prior to the acceptance of the full tender offer, the acquirer and the company disclosed the information required
by law in connection with a full tender offer. To the extent a court so petitioned determines that the offered value was less than the
fair value per share, the court may order the difference to be paid.
Special Tender Offer
The Companies Law provides that an acquisition
of shares of an Israeli public company must be made by means of a ”special tender offer” complying with the relevant
provisions of the Companies Law if, as a result of the acquisition, the purchaser would become a holder of 25% or more of the voting
rights in the company, if there did not previously exist a holder of 25% or more of the voting rights in the company, or if, as a result
of the acquisition, the purchaser would become a holder of more than 45% of the voting rights in the company, if there did not previously
exist a holder of more than 45% of the voting rights in the company. This requirement does not apply if the acquisition: (a) occurs
in the context of a private placement by the company that received shareholder approval as a private placement giving the offeree 25%
or 45% of the company’s voting rights (as the case may be); (b) is from a holder of 25% or more of the voting rights in the
company and results in the acquirer becoming a holder of 25% or more of the voting rights in the company; or (c) is from a holder
of more than 45% of the voting rights in the company and results in the acquirer becoming a holder of more than 45% of the voting rights
in the company.
In the event that a special tender offer is made,
the target company’s board of directors is required to express its opinion on the advisability of the offer, or may abstain from
expressing any opinion if it is unable to do so, provided that it gives the reasons for its abstention.
A special tender offer must be directed to all
offerees, and the offerees may give notice of their agreement or opposition to the special tender offer. The special tender offer will
be consummated only if: (a) at least 5% of the voting rights attached to the company’s outstanding shares will be acquired
by the offeror, and (b) among those shareholders who gave notice of their position (excluding any controlling shareholders of the
offeror, holders of 25% or more of the voting rights in the target company, and any person having a personal interest in the acceptance
of the tender offer, including relatives or corporations under the control of any of the above), the number of shares whose holders agreed
to the offer exceeds the number of shares whose holders objected to the offer.
If a special tender offer is accepted by the
procedure described above, then shareholders who did not respond to or who objected the offer may accept the offer within four days of
the last day set for the acceptance of the offer.
An office holder in a company which is the target
of a special tender offer who, in his or her capacity as an office holder, performs an act or omits to act for in order to cause the
failure of an existing or foreseeable special tender offer, or to impair the likelihood of its acceptance, is liable to the offeror and
offerees for damages, unless such office holder acted in good faith and had reasonable grounds to believe that such act or omission was
beneficial to the company. As a safe harbor, office holders of the target company may negotiate with a potential purchaser in order to
improve the terms of a special tender offer, or negotiate with third parties in order to obtain a competing offer.
In the event that a special tender offer is accepted,
the purchaser, any person or entity controlling or controlled by the purchaser, or under common control with the purchaser, may not make
a subsequent tender offer for the purchase of shares of the target company, and may not enter into a merger with the target company,
for a period of one year from the date of the offer, unless the purchaser or such person or entity undertakes to effect such an offer
or merger as a special tender offer in compliance with the Companies Law requirements.
Under regulations enacted pursuant to the Companies
Law, the above special tender offer requirements may not apply to companies whose shares are listed for trading on a foreign stock exchange
if, among other things, the relevant foreign laws or the rules of the stock exchange include provisions limiting the percentage
of control which may be acquired, or provide that the purchaser is required to make a tender offer to the public. However, the opinion
of the Israeli Securities Authority (the “ISA”) is that such exemption does not apply with respect to companies whose shares
are listed for trading on stock exchanges in the United States, including Nasdaq, which, in the ISA’s opinion, do not provide for
sufficient legal restrictions on obtaining control or an obligation to make a tender offer to the public.
Merger
The Companies Law permits merger transactions
if approved by each party’s board of directors and, unless certain conditions described under the Companies Law are met, by each
party’s shareholders by a majority vote as described below.
For purposes of the shareholder vote, unless
a court rules otherwise, the merger will not be deemed approved if a majority of the shares voted at the shareholders meeting held
by shareholders who are not the other party to the merger, or held by any person who holds 25% or more of the outstanding shares or the
right to appoint 25% or more of the directors of the other party to the merger (including relatives or entities in control of the above),
vote against the merger. If the transaction would have been approved but for the separate approval of each class or the exclusion of
the votes of certain shareholders as provided above, a court may still approve the merger upon the request of holders of at least 25%
of the voting rights of a company, if the court holds that the merger is fair and reasonable, taking into account the relative value
of the merger parties and the consideration offered to the shareholders. If the non-surviving entity of the merger has more than one
class of shares, the merger must be approved by each class of shareholders. If a merger is with a company’s controlling shareholder,
or if a controlling shareholder has a personal interest in the merger, then the merger will be subject to the special majority approval
required for an extraordinary transaction with a controlling shareholder. In the context of mergers (as well as other related party transactions),
a “controlling shareholder” under Israeli law is deemed to include any shareholder holding 25% or more of the voting rights
in the company if no other shareholder owns more than 50% of the voting rights in the company, and two or more shareholders with a personal
interest in the approval of the same transaction are deemed to be one shareholder for such purpose.
The Companies Law requires the board of directors
of a merging company to discuss and determine whether, in its view, there exists a reasonable concern that as a result of the proposed
merger, the surviving company will not be able to satisfy its obligations towards its creditors, and if not, the board of directors may
not approve the merger. The Companies Law requires each merging company to inform its secured creditors of the proposed merger plan.
Upon the request of a creditor of either party to the proposed merger, the court may delay or prevent the merger if it concludes that
there exists a reasonable concern that, as a result of the merger, the surviving company will be unable to satisfy the obligations of
any of the parties to the merger, and may further give instructions to secure the rights of creditors.
A merger may not be completed unless at least
50 days have passed from the date that a proposal for approval of the merger is filed with the Israeli Registrar of Companies, and 30
days have passed from the date the merger was approved by the shareholders of each merging company.
Antitakeover Measures
The Companies Law allows us to create and issue
shares having rights different from those attached to our ordinary shares, including shares providing certain preferred rights, distributions
or other matters, and shares having preemptive rights. As of the date of the registration statement of which this prospectus forms a
part, we do not have any authorized or issued classes of shares other than our ordinary shares. In the future, if we do create and issue
a class of shares other than ordinary shares, such class of shares, depending on the specific rights that may be attached to them, may
delay or prevent a takeover or otherwise prevent our shareholders from realizing a potential premium over the market value of their ordinary
shares. The authorization of a new class of shares will require an amendment to our articles of association which requires the prior
approval of the holders of a majority of our shares at a general meeting. Shareholders voting in such meeting will be subject to the
restrictions provided in the Companies Law as described above.
Transfer Agent and Registrar
The transfer agent and registrar for our ordinary
shares is Computershare.
Description of Warrants
We may issue warrants to purchase our ordinary
shares, including those represented by our ADSs, in one or more series together with other securities or separately, as described in
the applicable prospectus supplement. Each series of warrants will be issued under a separate warrant agreement to be entered into between
us and a warrant agent. The warrant agent will act solely as our agent and will not assume any obligation or relationship of agency for
or with holders or beneficial owners of warrants. The terms of any warrants to be issued and a description of the material provisions
of the applicable warrant agreement will be set forth in the applicable prospectus supplement.
The applicable prospectus supplement will describe
the following terms of any warrants in respect of which this prospectus is being delivered:
| ● | the title of such warrants; |
| ● | the aggregate number of such warrants; |
| ● | the price or prices at which such
warrants will be issued; |
| ● | the price at which, and the currency
or currencies in which, the securities upon exercise of such warrants may be purchased; |
| ● | the designation, amount and terms
of the securities purchasable upon exercise of such warrants; |
| ● | the date on which the right to exercise
such warrants shall commence and the date on which such right shall expire; |
| ● | if applicable, the minimum or maximum
amount of such warrants which may be exercised at any one time; |
| ● | if applicable, the designation and
terms of the securities with which such warrants are issued and the number of such warrants
issued with each such security; |
| ● | if applicable, the date on and after
which such warrants and the related securities will be separately transferable; |
| ● | information with respect to book-entry
procedures, if any; |
| ● | if applicable, any material Israeli
and U.S. federal income tax considerations; |
| ● | the anti-dilution provisions of
such warrants, if any; and |
| ● | any other terms of such warrants,
including terms, procedures and limitations relating to the exchange and exercise of such
warrants. |
Holders of warrants will not be entitled, solely
by virtue of being holders, to vote, to consent, to receive dividends, to receive notice as shareholders with respect to any meeting
of shareholders for the election of directors or any other matters, or to exercise any rights whatsoever as a holder of the equity securities
purchasable upon exercise of the warrants.
Description of Subscription Rights
General
We may issue subscription rights to purchase
our ordinary shares, including ordinary shares represented by ADS. Subscription rights may be issued independently or together with any
other offered security and may or may not be transferable by the person purchasing or receiving the subscription rights. In connection
with any subscription rights offering to our shareholders, we may enter into a standby underwriting or other purchase arrangement with
one or more underwriters or investors pursuant to which such underwriters or investors will purchase any offered securities remaining
unsubscribed for after such subscription rights offering. We may also appoint a subscription rights agent that may act solely as our
agent in connection with the subscription rights that are sold. Any such agent will not assume any obligation or relationship of agency
or trust with any of the holders of the subscription rights. In connection with a subscription rights offering to our shareholders, we
will distribute certificates evidencing the rights and a prospectus supplement to our shareholders on the record date that we set for
receiving rights in such subscription rights offering.
The applicable prospectus supplement will describe
the following terms of rights in respect of which this prospectus is being delivered:
| ● | the title of such subscription rights; |
| ● | the exercise price for such subscription
rights; |
| ● | the number of such subscription
rights issued to each shareholder; |
| ● | the extent to which such subscription
rights are transferable; |
| ● | if applicable, a discussion of the
material Israeli and U.S. income tax considerations applicable to the issuance or exercise
of such subscription rights; |
| ● | the date on which the right to exercise
such subscription rights shall commence, and the date on which such subscription rights shall
expire (subject to any extension); |
| ● | the extent to which such subscription
rights include an over-subscription privilege with respect to unsubscribed securities; |
| ● | if applicable, the material terms
of any standby underwriting or other purchase arrangement, or any agency agreement, that
we may enter into in connection with the subscription rights offering; and |
| ● | any other terms of such subscription
rights, including terms, procedures and limitations relating to the exchange and exercise
of such subscription rights. |
Exercise of Subscription Rights
Each subscription right will entitle the holder
of the subscription right to purchase for cash such amount of securities at such exercise price as shall be set forth in, or be determinable
as set forth in, the prospectus supplement relating to the subscription rights offered thereby. Subscription rights may be exercised
at any time up to the close of business on the expiration date for such subscription rights set forth in the prospectus supplement. After
the close of business on the expiration date, all unexercised subscription rights will become void.
Subscription rights may be exercised as set forth in the prospectus
supplement relating to the subscription rights offered thereby. Upon receipt of payment and, if applicable, the subscription rights certificate
properly completed and duly executed at the office of the subscription rights agent or any other office indicated in the prospectus supplement,
we will deliver, as soon as practicable, ordinary shares or those represented by ADSs purchasable upon such exercise. We may determine
to offer any unsubscribed offered securities directly to persons other than shareholders, to or through agents, underwriters or dealers
or through a combination of such methods, including pursuant to standby underwriting or other purchase arrangements, as set forth in
the applicable prospectus supplement.
Description of Debt Securities
We may issue debt securities together with other
securities or separately, as described in the applicable prospectus supplement, under an indenture to be entered into between us and
the trustee identified in the applicable prospectus supplement. The terms of the debt securities will include those stated in the indenture
and those made part of the indenture by reference to the Trust Indenture Act of 1939, as amended, as in effect on the date of the indenture.
The indenture will be subject to and governed by the terms of the Trust Indenture Act of 1939, as amended.
We may issue the debt securities in one or more
series with the same or various maturities, at par, at a premium, or at a discount. We will describe the particular terms of each series
of debt securities in a prospectus supplement relating to that series, which we will file with the SEC.
The prospectus supplement will set forth, to
the extent required, the following terms of the debt securities in respect of which the prospectus supplement is delivered:
| ● | the form and title of the series; |
| ● | the aggregate principal amount; |
| ● | the issue price or prices, expressed
as a percentage of the aggregate principal amount of the debt securities; |
| ● | any limit on the aggregate principal
amount; |
| ● | the date or dates on which principal
is payable; |
| ● | the interest rate or rates (which
may be fixed or variable) or, if applicable, the method used to determine such rate or rates
(including, but not limited to, any commodity, commodity index, stock exchange index or financial
index); |
| ● | the place or places where the principal
of and interest, if any, shall be payable, where the securities of such series may be surrendered
for registration of transfer or exchange and where notices and demands may be served, and
the method of such payment; |
| ● | the date or dates from which interest,
if any, will be payable and any regular record date for the interest payable; |
| ● | the terms and conditions upon which
we may, or the holders may require us to, redeem or repurchase the debt securities; |
| ● | the denominations in which such
debt securities may be issuable, if other than denomination of $1,000, or any integral multiple
of that number; |
| ● | whether the debt securities are
to be issuable in the form of certificated debt securities or global debt securities; |
| ● | the portion of principal amount
that will be payable upon declaration of acceleration of the maturity date if other than
the principal amount of the debt securities; |
| ● | the currency of denomination; |
| ● | the designation of the currency,
currencies or currency units in which payment of principal and, if applicable, premium and
interest, will be made; |
| ● | if payments of principal and, if
applicable, premium or interest, on the debt securities are to be made in one or more currencies
or currency units other than the currency of denominations, the manner in which exchange
rate with respect to such payments will be determined; |
| ● | if amounts of principal and, if
applicable, premium and interest may be determined by reference to an index based on a currency
or currencies, or by reference to a commodity, commodity index, stock exchange index, or
financial index, then the manner in which such amounts will be determined; |
| ● | the provisions, if any, relating
to any collateral provided for such debt securities; |
| ● | the terms and conditions, if any,
for conversion into or exchange for ordinary shares; |
| ● | any depositaries, interest rate
calculation agents, exchange rate calculation agents, or other agents; and |
| ● | the terms and conditions, if any,
upon which the debt securities shall be subordinated in right of payment to our other indebtedness. |
One or more debt securities may be sold at a
substantial discount below their stated principal amount. We may also issue debt securities in bearer form, with or without coupons.
If we issue discount debt securities or debt securities in bearer form, we will describe material U.S. federal and Israeli income tax
considerations and other material special considerations which apply to these debt securities in the applicable prospectus supplement.
We may issue debt securities denominated in or
payable in a foreign currency or currencies or a foreign currency unit or units. If we do, we will describe the restrictions, elections,
and general tax considerations relating to the debt securities and the foreign currency or currencies or foreign currency unit or units
in the applicable prospectus supplement.
The debt securities of a series may be issued
in whole or in part in the form of one or more global securities that will be deposited with, or on behalf of, a depositary identified
in the prospectus supplement. Global securities will be issued in registered form and in either temporary or definitive form. Unless
and until it is exchanged in whole or in part for individual debt securities, a global security may not be transferred except as a whole
by the depositary for such global security to a nominee of such depositary or by a nominee of such depositary to such depositary or another
nominee of such depositary or by such depositary or any such nominee to a successor of such depositary or a nominee of such successor.
The specific terms of the depositary arrangement with respect to any debt securities of a series and the rights of and limitations upon
owners of beneficial interests in a global security will be described in the applicable prospectus supplement.
Description of Units
As specified in the applicable prospectus supplement,
we may issue units consisting of our ordinary shares, including ordinary shares represented by ADSs, warrants, rights, debt securities
and/or any combination of such securities. The applicable prospectus supplement will describe:
| ● | the terms of the units and of the
ordinary shares, including ordinary shares represented by ADSs, warrants, rights and/or debt
securities comprising the units, including whether and under what circumstances the securities
comprising the units may be traded separately; |
| ● | a description of the terms of any
unit agreement governing the units or any arrangement with an agent that may act on our behalf
in connection with the unit offering; and |
| ● | a description of the provisions
for the payment, settlement, transfer or exchange of the units. |
DESCRIPTION
OF AMERICAN DEPOSITARY SHARES
The Bank of New York Mellon (the “Depositary”),
as depositary, has registered and delivered American Depositary Shares, also referred to as ADSs. Each ADS represents four hundred (400)
ordinary shares (or a right to receive four hundred (400) ordinary shares) deposited with The Bank of New York Mellon in Manchester,
United Kingdom, as custodian for the Depositary. The Depositary’s corporate trust office at which the ADSs will be administered
is located at 240 Greenwich Street, New York, New York 10286. The Bank of New York Mellon’s principal executive office is located
at 240 Greenwich Street, New York, New York 10286.
ADSs may be held either (a) directly (1) by
having an American Depositary Receipt, also referred to as an ADR, which is a certificate evidencing a specific number of ADSs or (2) by
having uncertificated ADSs, or (b) indirectly by holding a security entitlement in ADSs through a broker or other financial institution
that is a direct or indirect participant in The Depository Trust Company, also called DTC. If ADSs are held directly by the holder, then
that holder is registered as such, and is referred to in our description here an ADS holder. An indirect holder of ADSs indirectly must
rely on the procedures of the holder’s broker or other financial institution to assert the rights of ADS holder described in this
section.
Registered holders of uncertificated ADSs will
receive statements from the depositary confirming their holdings.
We will not treat registered ADS holders as one
of our shareholders, and they will not have shareholder rights. Israeli law governs shareholder rights. The depositary will be the holder
of the ordinary shares underlying ADSs. A registered holder of ADSs will have ADS holder rights. A deposit agreement among us, the depositary,
ADS holders and all other persons indirectly or beneficially holding ADSs sets out ADS holder rights as well as the rights and obligations
of the depositary. New York law governs the deposit agreement and the ADSs.
The following is a summary of the material provisions
of the deposit agreement. For more complete information, you should read the entire deposit agreement and the form of ADR.
Dividends and Other Distributions
How will you receive dividends and other
distributions on the shares?
The depositary has agreed to pay or distribute
to ADS holders the cash dividends or other distributions it or the custodian receives on ordinary shares or other deposited securities,
upon payment or deduction of its fees and expenses. You will receive these distributions in proportion to the number of ordinary shares
your ADSs represent.
Cash. The depositary will convert any
cash dividend or other cash distribution we pay in non-U.S. currency on the ordinary shares into U.S. dollars, if it can do so on a reasonable
basis and can transfer the U.S. dollars to the United States. If that is not possible or if any government approval is needed and cannot
be obtained, the deposit agreement allows the depositary to distribute the foreign currency only to those ADS holders to whom it is possible
to do so. It will hold the foreign currency it cannot convert for the account of the ADS holders who have not been paid. It will not
invest the foreign currency, and it will not be liable for any interest.
Before making a distribution, the depositary
will deduct any withholding taxes, required governmental charges and other applicable expenses incurred in converting foreign currency,
as applicable. The depositary will distribute only whole U.S. dollars and cents and will round fractional cents to the nearest whole
cent. If the exchange rates fluctuate during a time when the depositary cannot convert the foreign currency, you may lose some or all
of the value of the distribution.
Shares. The depositary may distribute
additional ADSs representing any ordinary shares we distribute as a dividend or free distribution. The depositary will only distribute
whole ADSs. It will sell ordinary shares which would require it to deliver a fraction of an ADS (or ADSs representing those shares) and
distribute the net proceeds in the same way as it does with cash. If the depositary does not distribute additional ADSs, the outstanding
ADSs will also represent the new shares. The depositary may sell a portion of the distributed ordinary shares (or ADSs representing those
shares) sufficient to pay its fees and expenses in connection with that distribution.
Rights to purchase additional shares.
If we offer holders of our securities any rights to subscribe for additional ordinary shares or any other rights, the depositary may
(1) exercise those rights on behalf of ADS holders, (2) distribute those rights to ADS holders or (3) sell those rights
and distribute the net proceeds to ADS holders, in each case after deduction or upon payment of its fees and expenses. To the extent
the depositary does not do any of those things, it will allow the rights to lapse. In that case, you will receive no value for them.
The depositary will exercise or distribute rights only if we ask it to and provide satisfactory assurances to the depositary that it
is legal to do so. If the depositary will exercise rights, it will purchase the securities to which the rights relate and distribute
those securities or, in the case of ordinary shares, new ADSs representing the new ordinary shares, to subscribing ADS holders, but only
if ADS holders have paid the exercise price to the depositary. U.S. securities laws may restrict the ability of the depositary to distribute
rights or ADSs or other securities issued on exercise of rights to all or certain ADS holders, and the securities distributed may be
subject to restrictions on transfer.
Other Distributions. The depositary
will send to ADS holders anything else we distribute on deposited securities by any means it thinks is legal, fair and practical. If
it cannot make the distribution in that way, the depositary has a choice. It may decide to sell what we distributed and distribute the
net proceeds, in the same way as it does with non-U.S. currency. Alternatively, it may decide to hold what we distributed, in which case
ADSs will also represent the newly distributed property. However, the depositary is not required to distribute any securities (other
than ADSs) to ADS holders unless it receives satisfactory evidence from us that it is legal to make that distribution. The depositary
may sell a portion of the distributed securities or property sufficient to pay its fees and expenses in connection with that distribution.
U.S. securities laws may restrict the ability of the depositary to distribute securities to all or certain ADS holders, and the securities
distributed may be subject to restrictions on transfer.
The depositary is not responsible if it decides
that it is unlawful or impractical to make a distribution available to any ADS holders. We have no obligation to register ADSs, shares,
rights or other securities under the Securities Act. We also have no obligation to take any other action to permit the distribution of
ADSs, shares, rights or anything else to ADS holders. This means that you may not receive the distributions we make on our ordinary shares
or any value for them if it is illegal or impractical for us to make them available to you.
Deposit, Withdrawal and Cancellation
How are ADSs issued?
The depositary will deliver ADSs upon deposits
of ordinary shares or evidence of rights to receive ordinary shares with the custodian. Upon payment of its fees and expenses and of
any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will register the appropriate number of ADSs
and will deliver the ADSs to or upon the order of the person or persons that made the deposit.
How can ADS holders withdraw the deposited
securities?
ADS holders may surrender ADSs for the purpose
of withdrawal at the Depositary’s account at DTCC (BNYM’s DTC participant #2504). Upon payment of its cancellation fees and
expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will deliver the ordinary shares
and any other deposited securities underlying the ADSs to the ADS holder or a person the ADS holder designates in accordance with the
Cancellation Instruction provided to The Bank of New York Mellon.
How do ADS holders interchange between
certificated ADSs and uncertificated ADSs?
ADS holders may surrender ADS to the depositary
for the purpose of exchanging ADS for uncertificated ADSs. The depositary will cancel that ADS and will send to the ADS holder a statement
confirming that the ADS holder is the registered holder of uncertificated ADSs. Upon receipt by the depositary of a proper instruction
from a registered holder of uncertificated ADSs requesting the exchange of uncertificated ADSs for certificated ADSs, the depositary
will execute and deliver to the ADS holder an ADS evidencing those ADSs.
Voting Rights
ADS holders may instruct the depositary how to
vote the number of deposited ordinary shares their ADSs represent. If we request the depositary to solicit your voting instructions (and
we are not required to do so), the depositary will notify you of a shareholders’ meeting and send or make voting materials available
to you. Those materials will describe the matters to be voted on and explain how ADS holders may instruct the depositary how to vote.
For instructions to be valid, they must reach the depositary by a date set by the depositary.
The depositary will try, as far as practical,
subject to the laws of Israel and the provisions of our articles of association or similar documents, to vote or to have its agents vote
the ordinary shares or other deposited securities as instructed by ADS holders. If we do not request the depositary to solicit your voting
instructions, you can still send voting instructions, and, in that case, the depositary may try to vote as you instruct, but it is not
required to do so.
Except by instructing the depositary as described
above, ADS holders will not be able to exercise voting rights, unless they surrender your ADSs and withdraw the ordinary shares. However,
ADS holders may not know about the meeting sufficiently in advance to withdraw the ordinary shares. In any event, the depositary will
not exercise any discretion in voting deposited securities and it will only vote or attempt to vote as instructed.
We cannot assure that ADS holders will receive
the voting materials in time to ensure that they can instruct the depositary to vote ordinary shares. In addition, the depositary and
its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions. This
means that ADS holders may not be able to exercise voting rights and there may be nothing they can do if your ordinary shares are not
voted as requested.
In order to give ADS holders a reasonable opportunity
to instruct the depositary as to the exercise of voting rights relating to deposited securities, if we request the Depositary to act,
we agree to give the depositary notice of any such meeting and details concerning the matters to be voted upon at least thirty days in
advance of the meeting date.
Fees and Expenses
| Persons
depositing or withdrawing shares or ADS holders must pay: |
|
For: |
| $5.00 (or less) per 400 ADSs (or portion of 400 ADSs) |
|
Issuance of ADSs, including issuances
resulting from a distribution of ordinary shares or rights or other property Cancellation of ADSs for the purpose of withdrawal,
including if the deposit agreement terminates |
| |
|
|
| $0.05 (or less) per ADS |
|
Any cash distribution
to ADS holders |
| |
|
|
| A fee equivalent to the fee that would be payable if securities
distributed to you had been ordinary shares and the ordinary shares had been deposited for issuance of ADSs |
|
Distribution of securities distributed to holders of deposited
securities (including rights) that are distributed by the depositary to ADS holders |
| |
|
|
| $0.05 (or less) per ADSs per calendar year |
|
Depositary services |
| |
|
|
| Registration or transfer fees |
|
Transfer and registration of ordinary shares on our share register
to or from the name of the depositary or its agent when you deposit or withdraw ordinary shares |
| |
|
|
| Expenses of the Depositary |
|
Cable, telex and facsimile transmissions (when expressly provided
in the deposit agreement); converting foreign currency to U.S. dollars |
| |
|
|
| Taxes and other governmental charges the Depositary or the custodian
have to pay on any ADS or share underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxes |
|
As necessary |
| |
|
|
| Any charges incurred by the Depositary or its agents for servicing
the deposited securities |
|
As necessary |
The depositary collects its fees for delivery
and surrender of ADSs directly from investors depositing ordinary shares or surrendering ADSs for the purpose of withdrawal or from intermediaries
acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed
or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services
by deduction from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting
for them. The depositary may collect any of its fees by deduction from any cash distribution payable (or by selling a portion of securities
or other property distributable) to ADS holders that are obligated to pay those fees. The depositary may generally refuse to provide
fee-attracting services until its fees for those services are paid.
From time to time, the depositary may make payments
to us to reimburse us for costs and expenses generally arising out of establishment and maintenance of the ADS program, waive fees and
expenses for services provided to us by the depositary or share revenue from the fees collected from ADS holders. In performing its duties
under the deposit agreement, the depositary may use brokers, dealers, foreign currency dealers or other service providers that are owned
by or affiliated with the depositary and that may earn or share fees, spreads or commissions.
The depositary may convert currency itself or
through any of its affiliates and, in those cases, acts as principal for its own account and not as agent, advisor, broker or fiduciary
on behalf of any other person and earns revenue, including, without limitation, transaction spreads, that it will retain for its own
account. The revenue is based on, among other things, the difference between the exchange rate assigned to the currency conversion made
under the deposit agreement and the rate that the depositary or its affiliate receives when buying or selling foreign currency for its
own account. The depositary makes no representation that the exchange rate used or obtained in any currency conversion under the deposit
agreement will be the most favorable rate that could be obtained at the time or that the method by which that rate will be determined
will be the most favorable to ADS holders, subject to the depositary’s obligations under the deposit agreement. The methodology
used to determine exchange rates used in currency conversions is available upon request.
Payment of Taxes
ADS holders are responsible for any taxes or
other governmental charges payable on their ADSs or on the deposited securities represented by any of their ADSs. The depositary may
refuse to register any transfer of ADSs or allow a withdrawal of the deposited securities represented by your ADSs, until such taxes
or other charges are paid. It may apply payments owed to the ADS holder or sell deposited securities represented by the ADSs to pay any
taxes owed and the ADS holder will remain liable for any deficiency. If the depositary sells deposited securities, it will, if appropriate,
reduce the number of ADSs to reflect the sale and pay to ADS holders any proceeds, or send to ADS holders any property, remaining after
it has paid the taxes.
Tender and Exchange Offers; Redemption, Replacement
or Cancellation of Deposited Securities
The depositary will not tender deposited securities
in any voluntary tender or exchange offer unless instructed to do by an ADS holder surrendering ADSs and subject to any conditions or
procedures the depositary may establish.
If deposited securities are redeemed for cash
in a transaction that is mandatory for the depositary as a holder of deposited securities, the depositary will call for surrender of
a corresponding number of ADSs and distribute the net redemption money to the holders of called ADSs upon surrender of those ADSs.
If there is any change in the deposited securities
such as a sub-division, combination or other reclassification, or any merger, consolidation, recapitalization or reorganization affecting
the issuer of deposited securities in which the depositary receives new securities in exchange for or in lieu of the old deposited securities,
the depositary will hold those replacement securities as deposited securities under the deposit agreement. However, if the depositary
decides it would not be lawful and to hold the replacement securities because those securities could not be distributed to ADS holders
or for any other reason, the depositary may instead sell the replacement securities and distribute the net proceeds upon surrender of
the ADSs.
If there is a replacement of the deposited securities
and the depositary will continue to hold the replacement securities, the depositary may distribute new ADSs representing the new deposited
securities or ask you to surrender your outstanding ADRs in exchange for new ADSs identifying the new deposited securities.
If there are no deposited securities underlying
ADSs, including if the deposited securities are cancelled, or if the deposited securities underlying ADSs have become apparently worthless,
the depositary may call for surrender or of those ADSs or cancel those ADSs upon notice to the ADS holders.
Amendment and Termination
How may the deposit agreement be amended?
We may agree with the depositary to amend the
deposit agreement and the ADSs without consent of the ADS holders for any reason. If an amendment adds or increases fees or charges,
except for taxes and other governmental charges or expenses of the depositary for registration fees, facsimile costs, delivery charges
or similar items, or prejudices a substantial right of ADS holders, it will not become effective for outstanding ADSs until 30 days after
the depositary notifies ADS holders of the amendment. At the time an amendment becomes effective, ADS holders are considered, by continuing
to hold your ADSs, to agree to the amendment and to be bound by the ADRs and the deposit agreement as amended.
How may the deposit agreement be terminated?
The depositary will initiate termination of the
deposit agreement if we instruct it to do so. The depositary may initiate termination of the deposit agreement if:
| • | 60 days have passed since the depositary
told us it wants to resign but a successor depositary has not been appointed and accepted
its appointment; |
| • | we delist our ordinary shares from
an exchange on which they were listed and do not list the ordinary shares on another exchange; |
| • | we appear to be insolvent or enter
insolvency proceedings all or substantially all the value of the deposited securities has
been distributed either in cash or in the form of securities; |
| • | there are no deposited securities
underlying the ADSs or the underlying deposited securities have become apparently worthless;
or |
| • | there has been a replacement of deposited
securities. |
If the deposit agreement will terminate, the
depositary will notify ADS holders at least 90 days before the termination date. At any time after the termination date, the depositary
may sell the deposited securities. After that, the depositary will hold the money it received on the sale, as well as any other cash
it is holding under the deposit agreement, unsegregated and without liability for interest, for the pro rata benefit of the ADS holders
that have not surrendered their ADSs. Normally, the depositary will sell as soon as practicable after the termination date.
After the termination date and before the depositary
sells, ADS holders can still surrender their ADSs and receive delivery of deposited securities, except that the depositary may refuse
to accept a surrender for the purpose of withdrawing deposited securities if it would interfere with the selling process. The depositary
may refuse to accept a surrender for the purpose of withdrawing sale proceeds until all the deposited securities have been sold. The
depositary will continue to collect distributions on deposited securities, but, after the termination date, the depositary is not required
to register any transfer of ADSs or distribute any dividends or other distributions on deposited securities to the ADSs holder (until
they surrender their ADSs) or give any notices or perform any other duties under the deposit agreement except as described in this paragraph.
Limitations on Obligations and Liability
Limits on our Obligations and the Obligations
of the Depositary; Limits on Liability to Holders of ADSs
The deposit agreement expressly limits our obligations
and the obligations of the depositary. It also limits our liability and the liability of the depositary. We and the depositary:
| • | are only obligated to take the actions
specifically set forth in the deposit agreement without negligence or bad faith; |
| • | are not liable if we are or it is
prevented or delayed by law or circumstances beyond our or its control from performing our
or its obligations under the deposit agreement; |
| • | are not liable if we or it exercises
discretion permitted under the deposit agreement; |
| • | are not liable for the inability
of any holder of ADSs to benefit from any distribution on deposited securities that is not
made available to holders of ADSs under the terms of the deposit agreement, or for any special,
consequential or punitive damages for any breach of the terms of the deposit agreement; |
| • | have no obligation to become involved
in a lawsuit or other proceeding related to the ADSs or the deposit agreement on your behalf
or on behalf of any other person; |
| • | are not liable for the acts or omissions
of any securities depository, clearing agency or settlement system; and |
| • | may rely upon any documents we believe
or it believes in good faith to be genuine and to have been signed or presented by the proper
person. |
In the deposit agreement, we and the depositary
agree to indemnify each other under certain circumstances.
Requirements for Depositary Actions
Before the depositary will deliver or register
a transfer of ADSs, make a distribution on ADSs, or permit withdrawal of shares, the depositary may require:
| • | payment of stock transfer or other
taxes or other governmental charges and transfer or registration fees charged by third parties
for the transfer of any ordinary shares or other deposited securities; |
| • | satisfactory proof of the identity
and genuineness of any signature or other information it deems necessary; and |
| • | compliance with regulations it may
establish, from time to time, consistent with the deposit agreement, including presentation
of transfer documents. |
The depositary may refuse to deliver ADSs or
register transfers of ADSs when the transfer books of the depositary or our transfer books are closed or at any time if the depositary
or we think it advisable to do so.
Right to Receive the Ordinary Shares Underlying
ADSs
ADS holders have the right to cancel their ADSs
and withdraw the underlying ordinary shares at any time except:
| • | when temporary delays arise because:
(1) the depositary has closed its transfer books or we have closed our transfer books;
(2) the transfer of ordinary shares is blocked to permit voting at a shareholders meeting;
or (3) we are paying a dividend on our shares; |
| • | when you owe money to pay fees, taxes
and similar charges; or |
| • | when it is necessary to prohibit
withdrawals in order to comply with any laws or governmental regulations that apply to ADSs
or to the withdrawal of ordinary shares or other deposited securities. |
This right of withdrawal may not be limited by
any other provision of the deposit agreement.
Pre-release of ADSs
The deposit agreement permits the depositary
to deliver ADSs before deposit of the underlying shares. This is called a pre-release of the ADSs. The depositary may also deliver ordinary
shares upon cancellation of pre-released ADSs (even if the ADSs are canceled before the pre-release transaction has been closed out).
A pre-release is closed out as soon as the underlying ordinary shares are delivered to the depositary. The depositary may receive ADSs
instead of ordinary shares to close out a pre-release. The depositary may pre-release ADSs only under the following conditions: (1) before
or at the time of the pre-release, the person to whom the pre-release is being made represents to the depositary in writing that it or
its customer owns the ordinary shares or ADSs to be deposited; (2) the pre-release is fully collateralized with cash or other collateral
that the depositary considers appropriate; and (3) the depositary must be able to close out the pre-release on not more than five
business days’ notice. In addition, the depositary will limit the number of ADSs that may be outstanding at any time as a result
of pre-release, although the depositary may disregard the limit from time to time if it thinks it is appropriate to do so.
Direct Registration System
In the deposit agreement, all parties to the
deposit agreement acknowledge that the Direct Registration System, or DRS, and Profile Modification System, or Profile, will apply to
the ADSs. DRS is a system administered by DTC that facilitates interchange between registered holdings of uncertificated ADSs and holdings
of security entitlements in ADSs through DTC and a DTC participant. Profile is a feature of DRS that allows a DTC participant, claiming
to act on behalf of a registered holder of ADSs, to direct the depositary to register a transfer of those ADSs to DTC or its nominee
and to deliver those ADSs to the DTC account of that DTC participant without receipt by the depositary of prior authorization from the
ADS holder to register that transfer.
In connection with and in accordance with the
arrangements and procedures relating to DRS/Profile, the parties to the deposit agreement understand that the depositary will not determine
whether the DTC participant that is claiming to be acting on behalf of an ADS holder in requesting registration of transfer and delivery
as described in the paragraph above has the actual authority to act on behalf of the ADS holder (notwithstanding any requirements under
the Uniform Commercial Code). In the deposit agreement, the parties agree that the depositary’s reliance on and compliance with
instructions received by the depositary through the DRS/Profile system and in accordance with the deposit agreement will not constitute
negligence or bad faith on the part of the depositary.
Shareholder communications; inspection of
register of holders of ADSs
The depositary will make available for your inspection
at its office all communications from us that we make generally available to holders of deposited securities. The depositary will send
you copies of those communications or otherwise make those communications available to you upon our request. You have a right to inspect
the register of holders of ADSs, but not for the purpose of contacting those holders about a matter unrelated to our business or the
ADSs.
Governing Law; Waiver of Jury Trial
The deposit agreement and the ADSs will be interpreted
in accordance with the laws of the State of New York.
AS A PARTY TO THE DEPOSIT AGREEMENT, YOU IRREVOCABLY
WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING
AGAINST THE COMPANY AND/OR THE DEPOSITARY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE ORDINARY SHARES OR OTHER DEPOSITED
SECURITIES, THE ADSs OR AMERICAN DEPOSITARY RECEIPTS, THE DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED THEREIN, OR THE BREACH THEREOF, INCLUDING,
WITHOUT LIMITATION, ANY QUESTION REGARDING EXISTENCE, VALIDITY OR TERMINATION (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
PLAN
OF DISTRIBUTION
We may sell the securities being offered hereby
in one or more of the following methods from time to time:
| • | a block trade (which may involve
crosses) in which the broker or dealer so engaged will attempt to sell the securities as
agent but may position and resell a portion of the block as principal to facilitate the transaction; |
| • | purchases by a broker or dealer as
principal and resale by such broker or dealer for its own account pursuant to this prospectus; |
| • | exchange distributions and/or secondary
distributions; |
| • | ordinary brokerage transactions and
transactions in which the broker solicits purchasers; |
| • | to one or more underwriters for resale
to the public or to investors; |
| • | in an “at the market offering,”
within the meaning of Rule 415(a)(4) of the Securities Act, to or through a market
maker or into an existing trading market, on an exchange or otherwise; |
| • | transactions not involving market
makers or established trading markets, including direct sales or privately negotiated transactions; |
| • | through any other method permitted
pursuant to applicable law; or |
| • | through a combination of these methods
of sale. |
The securities that we distribute by any of these
methods may be sold, in one or more transactions, at:
| • | a fixed price or prices, which may
be changed; |
| • | market prices prevailing at the time
of sale; |
| • | prices related to prevailing market
prices; or |
We will set forth in a prospectus supplement
the terms of the offering of securities, including:
| • | the name or names of any agents,
dealers or underwriters; |
| • | the purchase price of the securities
being offered and the proceeds we will receive from the sale; |
| • | any over-allotment options under
which underwriters may purchase additional securities from us; |
| • | any agency fees or underwriting discounts
and other items constituting agents’ or underwriters’ compensation; |
| • | the public offering price; |
| • | any discounts or concessions allowed
or re-allowed or paid to dealers; and |
| • | any securities exchanges or markets
on which such securities may be listed. |
If underwriters are used in the sale, they will
acquire the securities for their own account and may resell the securities from time to time in one or more transactions at a fixed public
offering price or at varying prices determined at the time of sale. The obligations of the underwriters to purchase the securities will
be subject to the conditions set forth in the applicable underwriting agreement. We may offer the securities to the public through underwriting
syndicates represented by managing underwriters or by underwriters without a syndicate. Subject to certain conditions, the underwriters
will be obligated to purchase all of the securities offered by the prospectus supplement, other than securities covered by any over-allotment
option. Any public offering price and any discounts or concessions allowed or re-allowed or paid to dealers may change from time to time.
We may use underwriters with whom we have a material relationship. We will describe in the prospectus supplement, naming the underwriter,
the nature of any such relationship.
We may sell securities directly or through agents
we designate from time to time. We will name any agent involved in the offering and sale of securities and we will describe any commissions
we will pay the agent in the prospectus supplement. Unless the prospectus supplement states otherwise, our agent will act on a best-efforts
basis for the period of its appointment.
We may also sell securities directly to one or
more purchasers without using underwriters or agents.
Underwriters, dealers and agents that participate
in the distribution of the securities may be underwriters as defined in the Securities Act and any discounts or commissions they receive
from us and any profit on their resale of the securities may be treated as underwriting discounts and commissions under the Securities
Act. We will identify in the applicable prospectus supplement any underwriters, dealers or agents and will describe their compensation.
We may have agreements with the underwriters, dealers and agents to indemnify them against specified civil liabilities, including liabilities
under the Securities Act. Underwriters, dealers and agents may engage in transactions with or perform services for us in the ordinary
course of their businesses.
In connection with an offering, an underwriter
may purchase and sell securities in the open market. These transactions may include short sales, stabilizing transactions and purchases
to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of securities than they
are required to purchase in the offering.
Accordingly, to cover these short sales positions
or to otherwise stabilize or maintain the price of the securities, the underwriters may bid for or purchase securities in the open market
and may impose penalty bids. If penalty bids are imposed, selling concessions allowed to syndicate members or other broker-dealers participating
in the offering are reclaimed if securities previously distributed in the offering are repurchased, whether in connection with stabilization
transactions or otherwise. The effect of these transactions may be to stabilize or maintain the market price of the securities at a level
above that which might otherwise prevail in the open market. The impositions of a penalty bid may also affect the price of the securities
to the extent that it discourages resale of the securities. The magnitude or effect of any stabilization or other transactions is uncertain.
These transactions may be effected on the Nasdaq Capital Market or otherwise and, if commenced, may be discontinued at any time.
LEGAL
MATTERS
The validity of our ordinary shares represented
by ADSs offered by this prospectus under the Israeli laws will be passed upon for us by S. Horowitz & Co., our Israeli counsel.
Certain legal matters with respect to New York law will be passed upon for us by Blank Rome LLP. Additional legal matters may be passed
upon for us or any underwriters, dealers or agents, by counsel that we will name in an applicable prospectus supplement.
EXPERTS
The financial statements incorporated in this
prospectus by reference to our Annual Report on Form 20-F for the year ended December 31, 2021 have been audited by Friedman
LLP, an independent registered public accounting firm, as stated in their report appearing therein. Such financial statements are incorporated
herein by reference in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.
ENFORCEABILITY
OF CIVIL LIABILITIES
To the extent any of our shareholders may seek
to enforce a U.S. judgment in Israel against us or our executive officers and directors, or to assert U.S. securities law claims in Israel,
shareholders may have difficulties enforcing such a U.S. judgment, including judgments based upon the civil liability provisions of the
U.S. federal securities laws, in Israel.
We have been informed by our legal counsel in
Israel that it may be difficult to assert claims under U.S. securities laws in original actions instituted in Israel or obtain a judgment
based on the civil liability provisions of U.S. federal securities laws. Israeli courts may refuse to hear a claim based on a violation
of U.S. securities laws against us or our officers and directors because Israel may not be the most appropriate forum to bring such a
claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law is applicable
to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact, which can be a time-consuming
and costly process. Certain matters of procedure will also be governed by Israeli law. There is little binding case law in Israel addressing
the matters described above. Israeli courts might not enforce judgments rendered outside Israel, which may make it difficult to collect
on judgments rendered against us or our officers and directors.
Moreover, among other reasons, including but
not limited to fraud or absence of due process, or the existence of a judgment which is at variance with another judgment that was given
in the same matter if a suit in the same matter between the same parties was pending before a court or tribunal in Israel, an Israeli
court will not enforce a foreign judgment if it was given in a state whose laws do not provide for the enforcement of judgments of Israeli
courts (subject to exceptional cases) or if its enforcement is likely to prejudice the sovereignty or security of the State of Israel.
WHERE
YOU CAN FIND MORE INFORMATION
We are subject to the reporting requirements
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are applicable to a foreign private issuer.
Under the Exchange Act, we file annual reports on Form 20-F and other information with the SEC. We also furnish to the SEC under
cover of Form 6-K material information required to be made public in our home country, filed with and made public by any stock exchange
on which we are listed or distributed by us to our shareholders. As a foreign private issuer, we are exempt from, among other things,
the rules under the Exchange Act prescribing the furnishing and content of proxy statements and our officers, directors and principal
shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act
and related rules.
The SEC maintains a web site that contains reports
and information statements and other information about issuers, such as us, that file electronically with the SEC. The address of that
website is www.sec.gov. We also maintain a website at https://quoinpharma.com through which you can access our SEC filings. The
information set forth on our website is not part of this prospectus.
We have filed with the SEC a registration statement
on Form F-3 under the Securities Act, with respect to the securities offered by this prospectus. As permitted by the rules and
regulations of the SEC, this prospectus, which is part of our registration statement on Form F-3, does not contain all the information
set forth in the registration statement, including exhibits thereto filed with the SEC. For further information about us, and the securities
offered by this prospectus, please refer to the registration statement on Form F-3, which may be obtained from the locations described
above in the immediately preceding paragraph. Statements contained in this prospectus, or any document incorporated by reference herein
about the contents of any contract or other document are not necessarily complete. If we have filed any contract or other document as
an exhibit to the registration statement or any other document incorporated by reference in the registration statement, you should read
the exhibit for a more complete understanding of the document or matter involved. Each statement regarding a contract or other document
is qualified in its entirety by reference to the actual document.
INCORPORATION
OF DOCUMENTS BY REFERENCE
The SEC allows us to “incorporate by reference”
information that we file with, or furnish to, the SEC. Incorporation by reference allows us to disclose important information to you
by referring you to those other documents. This means that we can disclose important information by referring you to another document
filed separately with the SEC. The information incorporated by reference is considered to be a part of this prospectus, and information
that we file with the SEC after the date of this prospectus and before the termination or completion of this offering will also be deemed
to be incorporated by reference into this prospectus and to be a part hereof from the date of filing of such documents and will automatically
update and supersede previously filed information, including information contained in this document.
We incorporate by reference in this prospectus
the documents listed below and all amendments or supplements to such documents that we may file or furnish to the SEC pursuant to Section 13(a) or
15(d) of the Exchange Act:
| • | Our Reports of Foreign Private Issuer
on Form 6-K furnished to the SEC on January 12,
2022, January 31,
2022, February 8,
2022, March 8,
2022, March 28,
2022, April 13,
2022, April 28,
2022, May 23,
2022, June 6,
2022 and June 13, 2022; and |
| • | The description of our ordinary shares
and ADSs set forth in Exhibit 2.8 to Form 20-F, including any amendments or reports
filed for the purpose of updating such description. |
We furthermore incorporate by reference in this
prospectus each of the following documents, which will be considered a part of this prospectus from the date of filing or furnishing
of such documents:
| • | any Reports of Foreign Private Issuer
on Form 6-K furnished to the SEC by us after the date of the registration statement
of which this prospectus forms a part, and prior to effectiveness of that registration statement,
that we specifically identify in such reports as being incorporated by reference in that
registration statement; |
| • | all subsequent Annual Reports on
Form 20-F filed after the effective date of the registration statement of which this
prospectus forms a part and prior to the termination of this offering; and |
| • | any Reports of Foreign Private Issuer
on Form 6-K subsequently furnished to the SEC after the effective date of the registration
statement of which this prospectus forms a part, or portions thereof, that we specifically
identify in such reports as being incorporated by reference in that registration statement. |
Certain statements in and portions of this prospectus
update and replace information in the above-listed, already-filed or furnished documents incorporated by reference. Likewise, statements
in or portions of a future document listed above that is incorporated by reference in this prospectus may update and replace statements
in and portions of this prospectus or the above-listed documents.
Copies of all documents incorporated by reference
in this prospectus, other than exhibits to those documents unless such exhibits are specifically incorporated by reference in this prospectus,
will be provided at no cost to each person, including any beneficial owner, who receives a copy of this prospectus on the written or
oral request of that person made to:
Quoin Pharmaceuticals Ltd.
42127 Pleasant Forest Ct
Ashburn, VA 20148
Tel: 703-980-4182
You may also access these documents on our website,
https://quoinpharma.com. The information contained on, or that can be accessed through, our website is not a part of this prospectus.
We have included our website address in this prospectus solely as an inactive textual reference.
OFFERING
EXPENSES
The following is a statement of expenses in connection
with the distribution of the securities registered. All amounts shown are estimates, except the SEC registration fee. Each prospectus
supplement describing an offering of securities will reflect the estimated expenses related to the offering of securities under that
prospectus supplement.
| SEC registration fee | |
$ | 9,270.00 | |
| Trustees’ and transfer agents’ fees | |
| * | |
| Legal fees and expenses | |
| * | |
| Accounting fees and expenses | |
| * | |
| Printing expenses | |
| * | |
| Miscellaneous expenses | |
| * | |
| | |
| | |
| Total | |
| * | |
* These fees and expenses depend on the number of securities offered
and the number of offerings by us under this prospectus, and, accordingly, cannot be estimated at this time.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| Item 8. |
Indemnification of Directors and Officers. |
Under the Israeli Companies
Law, 5759–1999 (the “Companies Law”), a company may not exculpate an “Office Holder” ( defined under the
Companies Law as a director, Chief Executive Officer, or other officer who occupies a general or chief management position, or serves
in a position directly secondary to or directly reporting to the Chief Executive Officer) from liability for a breach of the duty of
loyalty. An Israeli company may exculpate an Office Holder in advance from liability to the company, in whole or in part, for damages
caused to the company as a result of a breach of duty of care but only if a provision authorizing such exculpation is included in its
articles of association. Our articles of association include such a provision. The company may not exculpate in advance a director from
liability arising out of a prohibited dividend or distribution to shareholders.
Under the Companies Law, a company may indemnify
an Office Holder in respect of the following liabilities and expenses incurred for acts performed by him or her as an Office Holder,
either pursuant to an undertaking made in advance of an event or following an event, provided its articles of association include a provision
authorizing such indemnification, which ours do:
| • | financial liability imposed on him
or her in favor of another person pursuant to a judgment, including a settlement or arbitrator’s
award approved by a court. However, if an undertaking to indemnify an Office Holder with
respect to such liability is provided in advance, then such an undertaking must be limited
to events which, in the opinion of the board of directors, can be reasonably foreseen based
on the company’s activities when the undertaking to indemnify is given, and to an amount
or according to criteria determined by the board of directors as reasonable under the circumstances,
and such undertaking shall detail the abovementioned foreseen events and amount or criteria; |
| • | reasonable litigation expenses, including
attorneys’ fees, incurred by the Office Holder (1) as a result of an investigation
or proceeding instituted against him or her by an authority authorized to conduct such investigation
or proceeding, provided that (a) no indictment was filed against such Office Holder
as a result of such investigation or proceeding; and (b) no financial liability, such
as a criminal penalty, was imposed upon him or her as a substitute for the criminal proceeding
as a result of such investigation or proceeding or, if such financial liability was imposed,
it was imposed with respect to an offense that does not require proof of criminal intent;
and (2) in connection with a monetary sanction; and |
| • | reasonable litigation expenses, including
attorneys’ fees, incurred by the Office Holder or imposed by a court in proceedings
instituted against him or her by the company, on its behalf, or by a third party, or in connection
with criminal proceedings in which the Office Holder was acquitted, or as a result of a conviction
for an offense that does not require proof of criminal intent. |
Under the Companies Law and the Israeli Securities
Law 5728-1968 (the “Israeli Securities Law”), a company may insure an Office Holder against the following liabilities incurred
for acts performed by him or her as an Office Holder if and to the extent provided in the company’s articles of association:
| • | a breach of the duty of loyalty to
the company, provided that the Office Holder acted in good faith and had a reasonable basis
to believe that the act would not harm the company; |
| • | a breach of duty of care to the company
or to a third party, to the extent such a breach arises out of the negligent conduct of the
Office Holder; and |
| • | a financial liability imposed on
the Office Holder in favor of a third party. |
Under the Company’s articles of association,
the Company may insure an Office Holder against the aforementioned liabilities as well as the following liabilities:
| • | a breach of duty of care to the company
or to a third party; |
| • | any other action against which the
Company is permitted by law to insure an Office Holder; |
| • | expenses incurred and/or paid by
the Office Holder in connection with an administrative enforcement procedure under any applicable
law including Parts 8(3), 8(4) and 9(1) of the Israeli Securities Law, and a proceeding
according to Section D of Chapter 4 in Part 9 of the Companies Law, including reasonable
litigation expenses and attorney fees; |
| • | a payment to a person injured by
a violation of Section 52BBB(a)(1)(a) of the Israeli Securities Law; and |
| • | expenses incurred in connection with
a proceeding under the Economic Competition Law 5748-1988, including reasonable litigation
expenses and attorney fees. |
Under the Companies Law, a company may not indemnify,
exculpate or insure an Office Holder against any of the following:
| • | a breach of the duty of loyalty,
except for indemnification and insurance for a breach of the duty of loyalty to the company
to the extent that the Office Holder acted in good faith and had a reasonable basis to believe
that the act would not harm the company; |
| • | a breach of duty of care committed
intentionally or recklessly, excluding a breach arising solely out of the negligent conduct
of the Office Holder; |
| • | an act or omission committed with
intent to derive illegal personal benefit; or |
| • | a fine, civil fine, or other financial
sanction levied against the Office Holder. |
Under the Companies Law, exculpation, indemnification
and insurance of Office Holders in a public company must be approved by the compensation committee and the board of directors and, with
respect to certain Office Holders or under certain circumstances, also by the shareholders.
The Company’s articles of association permit
us to exculpate, indemnify and insure its Office Holders to the fullest extent permitted or to be permitted by the Companies Law and
the Israeli Securities Law.
Upon the recommendation of the Company’s
compensation committee, the Company’s board of directors has approved, and the Company’s shareholders have approved, at the
annual general meeting held on April 12, 2022, the form of indemnification and release agreements to be entered into with each of
the Company’s current and future directors and executive officers exculpating them, to the fullest extent permitted by law and
the Company’s articles of association, and undertaking to indemnify them to the fullest extent permitted by law and the Company’s
articles of association. This indemnification will be limited to events determined as foreseeable by the board of directors based on
the Company’s activities, and to an amount or according to criteria determined by the board of directors and the Company’s
compensation committee as reasonable under the circumstances.
In the opinion of the SEC, indemnification of
directors and other Office Holders for liabilities arising under the Securities Act, however, is against public policy and therefore
unenforceable.
The Company obtained directors’ and officers’
liability insurance for the benefit of its Office Holders and intends to continue to maintain such coverage and pay all premiums thereunder
to the fullest extent permitted by the Companies Law.
The following exhibits are filed with this registration statement
or are incorporated herein by reference.
| Exhibit No. |
|
Exhibit Description |
| |
|
|
| 1.1 |
|
Form of Underwriting Agreement* |
| 2.1 |
|
Agreement and Plan of Merger and Reorganization, dated as of March 24, 2021, by and among Cellect Biotechnology Ltd., CellMSC, Inc.
and Quoin Pharmaceuticals, Inc. (incorporated by reference to Exhibit 10.1 of the Form 6-K furnished to the Securities
and Exchange Commission on March 24, 2021). |
| 2.2 |
|
Amendment made as of September 24, 2021, to the Agreement and Plan of Merger and Reorganization, dated as of March 24,
2021, by and among Cellect Biotechnology Ltd., CellMSC, Inc., and Quoin Pharmaceuticals, Inc. (incorporated by reference
to Exhibit 99.2 to Form 6-K furnished to the SEC on September 27, 2021). |
| 2.3 |
|
Amended and Restated Share Transfer Agreement, dated May 27, 2021 by and between Cellect Biotechnology Ltd. and EnCellX
Inc. (incorporated by reference to Exhibit 2.2 to Registration Statement on Form F-4 filed with the Securities and Exchange
Commission on June 16, 2021). |
| 2.4 |
|
Amendment made as of September 26, 2021, to the Amended and Restated Share Transfer Agreement dated as of May 27, 2021,
by and between EnCellX, Inc. and Cellect Biotechnology Ltd. (incorporated by reference to Exhibit 99.3 to Form 6-K
furnished to the SEC on September 27, 2021). |
| 2.5 |
|
Securities Purchase Agreement, dated as of March 24, 2021, by and among Cellect Biotechnology Ltd., Quoin Pharmaceuticals, Inc.
and the investors named on the Schedule of Buyers attached thereto (incorporated by reference to Exhibit 10.4 of the Form 6-K
furnished to the Securities and Exchange Commission on March 24, 2021). |
| 2.6 |
|
Securities Purchase Agreement, dated as of March 24, 2021, by and among Quoin Pharmaceuticals, Inc. and the investors
listed on the Schedule of Buyers attached thereto (incorporated by reference to Exhibit 10.6 of the Form 6-K furnished
to the Securities and Exchange Commission on March 24, 2021). |
| 2.7 |
|
Amendment Agreement, dated as of September 17, 2021, by and among Quoin Pharmaceuticals, Inc., Cellect Biotechnology, Ltd.,
and Altium Growth Fund, L.P. (incorporated by reference to Exhibit 99.1 of the Form 6-K furnished to the Securities and
Exchange Commission on September 17, 2021). |
| 2.8 |
|
Letter Agreement, dated September 17, 2021, between Quoin Pharmaceuticals, Inc. and Cellect Biotechnology, Ltd.
(incorporated by reference to Exhibit 99.2 of the Form 6-K furnished to the Securities and Exchange Commission on September 17,
2021). |
| 2.9 |
|
Second Amendment Agreement, dated as of March 13, 2022, by and among Quoin Pharmaceuticals, Inc., Quoin Pharmaceuticals
Ltd., and Altium Growth Fund, L.P. (incorporated by reference to Exhibit 4.1 to Form 6-K furnished to the SEC on March 28,
2022). |
| 2.10 |
|
Waiver Agreement, dated June 6, 2022, by and among Quoin Pharmaceuticals Ltd., Quoin Pharmaceuticals, Inc. and Altium
Growth Fund, LP (incorporated by reference to Exhibit 10.2 to Form 6-K furnished to the SEC on June 6, 2022). |
| 2.11 |
|
Letter of Agreement among Cellect Biotechnology Ltd, Dr. Shai Yarkoni and EnCellX, Inc. (incorporated by reference
to Exhibit 2.5 to Registration Statement on Form F-4 filed with the Securities and Exchange Commission on July 16,
2021). |
| 2.12 |
|
Form of Representative Agreement among Cellect Biotechnology Ltd, Eyal Leibovitz, as Representative, and EnCellX, Inc.
(incorporated by reference to Exhibit 2.6 to Registration Statement on Form F-4 filed with the Securities and Exchange
Commission on August 6, 2021). |
| 4.1 |
|
Amended and Restated Articles of Association of Quoin Pharmaceuticals Ltd., adopted on February 28, 2022 (incorporated by
reference to Annex A included in Exhibit 99.1 to Form 6-K furnished to the Securities and Exchange Commission on February 8,
2022). |
| 4.2 |
|
Amendment to the Amended and Restated Articles of Association of Quoin Pharmaceuticals Ltd., adopted on April 12, 2022 (incorporated
by reference to Annex A included in Exhibit 99.1 to Form 6-K furnished to the Securities and Exchange Commission on March 8,
2022). |
| 4.3 |
|
Form of Deposit Agreement between Cellect Biotechnology Ltd. (n/k/a Quoin Pharmaceuticals Ltd.), The Bank of New York Mellon
as Depositary, and owners and holders from time to time of ADSs issued thereunder (incorporated by reference to Exhibit 4.1
to Registration Statement on Form F-1/A as filed with the SEC on July 26, 2016). |
| 4.4 |
|
Specimen American Depositary Receipt (included in Exhibit 2.1). |
| 4.5 |
|
Form of Contingent Value Rights Agreement, by and among Cellect Biotechnology, Ltd., Eyal Leibovitz in the capacity
of Representative and Computershare, Inc. in the capacity of Rights Agent (incorporated by reference to Exhibit 4.14 to
Registration Statement on Form F-4 filed with the SEC on August 6, 2021). |
| 4.6 |
|
Registration Rights Agreement, dated as of March 24, 2021, by and between Cellect Biotechnology Ltd. and the investors listed
on the Schedule of Buyers attached thereto (incorporated by reference to Exhibit 10.5 of the Form 6-K furnished to the
Securities and Exchange Commission on March 24, 2021). |
| 4.7 |
|
Form of Primary Warrants for the Purchase Agreement (incorporated by reference to Exhibit B
to Exhibit 10.4 to Form 6-K furnished to the SEC on March 24, 2021). |
| 4.8 |
|
Form of Exchange Warrant (incorporated by reference to Exhibit 99.1 to Form 6-K
furnished to the SEC on September 17, 2021). |
| 4.9 |
|
Form of Series A Warrant (incorporated by reference to Exhibit 2.5 to Form 20-F
filed with the SEC on April 13, 2022). |
| 4.10 |
|
Form of Series B Warrant (incorporated by reference to Exhibit 2.6 to Form 20-F
filed with the SEC on April 13, 2022). |
| 4.11 |
|
Form of Series C Warrant (incorporated by reference to Exhibit 2.7 to Form 20-F
filed with the SEC on April 13, 2022). |
| 4.12 |
|
Form of Warrant Agent Agreement between Cellect Biotechnology Ltd. and Computershare Inc.,
as warrant agent, including the form of Warrant (incorporated by reference to Exhibit 4.6 of the Registration Statement on Form F-1
filed with the SEC on February 7, 2019). |
| 4.13 |
|
Form of Warrant Agreement* |
| 4.14 |
|
Form of Warrant Certificate* |
| 4.15 |
|
Form of Subscription Rights Agreement* |
| 4.16 |
|
Form of Indenture Relating to Debt Securities |
| 4.15 |
|
Form of Debt Security* |
| 4.16 |
|
Form of Unit Agreement* |
| 5.1 |
|
Opinion of S. Horowitz & Co., Israeli legal counsel to the Company |
| 5.2 |
|
Opinion of Blank Rome LLP, U.S. legal counsel to the Company |
| 23.1 |
|
Consent of Friedman LLP |
| 23.2 |
|
Consent of S. Horowitz & Co. (included in Exhibit 5.1) |
| 23.3 |
|
Consent of Blank Rome LLP (included in Exhibit 5.2) |
| 24.1 |
|
Power of Attorney (included on signature page to the Registration Statement) |
| 25.1 |
|
Statement of Eligibility of Trustee Under Indenture** |
| 107 |
|
Filing Fee Table |
* To be filed, if applicable, by amendment, or
as an exhibit to a Report of Foreign Private Issuer on Form 6-K and incorporated herein by reference.
** To be filed in accordance with the rules and
regulations prescribed by the SEC under Section 305(b)(2) of the Trust Indenture Act of 1939, as amended.
| (1) | The undersigned registrant hereby undertakes: |
(a) To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
| |
(i) |
To include any prospectus required by Section 10(a)(3) of the Securities Act; |
| |
|
|
| |
(ii) |
To reflect in the prospectus any facts or events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
and |
| |
|
|
| |
(iii) |
To include any material information with respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such information in the registration statement; |
provided, however, that paragraphs (a)(i),
(a)(ii) and (a)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs
is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act, that are incorporated by reference in this registration statement or is contained in a form of prospectus
filed pursuant to Rule 424(b) that is part of the registration statement.
(b) That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(c) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering.
(d) To
file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F
at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by
Section 10(a)(3) of the Securities Act need not be furnished, provided that the registrant includes in the prospectus, by means
of a post-effective amendment, financial statements required pursuant to this paragraph (1)(d) and other information necessary to
ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding
the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial
statements and information required by Section 10(a)(3) of the Securities Act or Item 8.A of Form 20-F if such financial
statements and information are contained in periodic reports filed with or furnished to the SEC by the registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by reference in this Form F-3.
(e) That,
for the purpose of determining liability under the Securities Act to any purchaser:
| |
(i) |
Each prospectus
filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date
the filed prospectus was deemed part of and included in the registration statement; and |
| |
|
|
| |
(ii) |
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part
of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii),
or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed
to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in
Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed
to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus
relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided,
however, that no statement made in a registration statement or prospectus that is part of the registration statement or made
in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify
any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any
such document immediately prior to such effective date. |
(f) That,
for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the
securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to
this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are
offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the
purchaser and will be considered to offer or sell such securities to such purchaser:
| |
(i) |
any preliminary prospectus or prospectus of the undersigned registrant relating to the
offering required to be filed pursuant to Rule 424; |
| |
|
|
| |
(ii) |
any free writing prospectus relating to the offering prepared by or on behalf of the undersigned
registrant or used or referred to by the undersigned registrant; |
| |
|
|
| |
(iii) |
the portion of any other free writing prospectus relating to the offering containing material information
about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
| |
|
|
| |
(iv) |
any other communication that is an offer in the offering made by the undersigned registrant to the
purchaser. |
(2) The
undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the
registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act (and,
where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that
is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
(4) The
undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, the information omitted
from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus
filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be
part of this registration statement as of the time it was declared effective.
(5) The
undersigned registrant hereby undertakes that, for the purpose of determining any liability under the Securities Act, each post-effective
amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(6) The
undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act
under subsection (a) of section 310 of the Trust Indenture Act, or the Act, in accordance with the rules and regulations prescribed
by the Commission under Section 305(b)(2) of the Act.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3
and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Ashburn,
Virginia, on June 14, 2022.
| |
Quoin Pharmaceuticals Ltd. |
| |
|
| |
By: |
/s/
Dr. Michael Myers |
| |
|
Name: |
Dr. Michael Myers |
| |
|
Title: |
Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person
whose signature appears below hereby constitutes and appoints Dr. Michael Myers or Denise Carter, his or her true and lawful agent,
proxy and attorney-in-fact, with full power of substitution and resubstitution, for and in his or her name, place and stead, in any and
all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post-effective
amendments) to this Registration Statement on Form F-3, together with all schedules and exhibits thereto and any subsequent registration
statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, together with all schedules and exhibits
thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate
in connection therewith, (iii) act on and file any supplement to any prospectus included in this Registration Statement on Form F-3
or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933,
as amended, and (iv) take any and all actions which may be necessary or appropriate to be done, as fully for all intents and purposes
as he or she might or could do in person, hereby approving, ratifying and confirming all that such agent, proxy and attorney-in-fact
or any of his or her substitutes may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities
Act of 1933, as amended, this Registration Statement on Form F-3 has been signed by the following persons in the capacities and
on the dates indicated.
|
Signature |
|
Title |
|
Date |
| |
|
|
|
|
/s/ Dr. Michael
Myers
Dr. Michael Myers |
|
Chairman and Chief Executive Officer
(Principal Executive Officer) |
|
June 14, 2022 |
| |
|
|
|
|
/s/Gordon Dunn
Gordon Dunn |
|
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer) |
|
June 14, 2022 |
| |
|
|
|
|
| /s/ Denise Carter |
|
|
|
| Denise Carter |
|
Director and Chief Operating Officer |
|
June 14, 2022 |
| |
|
|
|
|
| /s/ Joseph Cooper |
|
|
|
| Joseph Cooper |
|
Director |
|
June 14, 2022 |
| |
|
|
|
|
| /s/ James Culverwell |
|
|
|
| James Culverwell |
|
Director |
|
June 14, 2022 |
| |
|
|
|
| /s/ Dennis H. Langer, MD, JD |
|
|
|
| Dennis H. Langer |
|
Director |
|
June 14, 2022 |
| |
|
|
|
| /s/ Natalie Leong |
|
|
|
| Natalie Leong |
|
Director |
|
June 14,
2022 |
| |
|
|
|
|
| /s/ Mike Sember |
|
|
|
| Mike Sember |
|
Director |
|
June 14, 2022 |
SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE
Pursuant to the Securities Act of 1933, as amended,
the undersigned, the duly authorized representative in the United States of Quoin Pharmaceuticals Ltd., has signed this registration
statement on Form F-3 in Ashburn, Virginia on June 14, 2022.
| |
Authorized U.S. Representative
Dr. Michael Myers |
| |
|
|
| |
By: |
/s/
Dr. Michael Myers |
| |
Name: |
Dr. Michael Myers. |
| |
Title: |
Chief Executive Officer |
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