Quoin Pharmaceuticals and Cellect Biotech Announce Merger

Today, Quoin Pharmaceuticals Inc. And Cellect Biotechnology Ltd. announced the merger after the Boards of Directors from both companies unanimously approved the definitive Merger Agreement. According to the Agreement terms, Cellect shareholders will have approximately 25% of the combined shares before investment. Simultaneously, the Quoin shareholders will receive shares of Cellect common stock representing about 75% of the shares’ pre-investment number.

An independent investment banking firm, Cassel Salpeter & Co., concerning the 1:3 ratio of shares between Cellect original shareholders and Quoin Pharmaceuticals, provided a fair opinion. Regarding the merger, Quoin has secured $25 million in committed equity funding from Altium Capital, a highly regarded institutional healthcare investor.

An $18.5 million venture loan has also been negotiated by Quoin from a leading U.S. commercial bank. Dilution protection for the certain pre-closing Cellect shareholders related to such equity financing is provided in the merger agreement. Quoin focuses on rare and orphan diseases, being a specialty pharmaceutical company. Its leadership team is made up of industry veterans who have extensive executive experience and proven records of success in the industry.

Chief Executive Officer of Quoin Pharmaceuticals, Dr. Michael Myers, states, “This strategic merger provides Quoin with additional capital and an exciting opportunity to continue advancing our innovative product pipeline. As we work to build a strong foundation for growth, we remain committed to addressing the unmet medical needs of the rare disease communities. We look forward to accelerating the clinical development of our programs and delivering enhanced value to our shareholders.”

An agreement has been signed by Cellect to sell the entire share capital of Cellect’s subsidiary company, Cellect Biotherapeutics LTD.