Business Context and Reporting Period
This Form 6-K was filed by Quoin Pharmaceuticals, Ltd. (formerly Cellect Biotechnology Ltd.) on January 11, 2022. The filing serves to incorporate by reference financial statements and pro forma information previously disclosed in an October 29, 2021 Form 6-K regarding the Company's business combination with Quoin Pharmaceuticals, Inc. The Company completed the Merger on October 29, 2021, and subsequently changed its name.
Key Financial Metrics
The filing text does not provide specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity. Instead, it references the following documents which contain the actual financial data:
- Quoin's audited financial statements for the year ended December 31, 2020 (incorporated from Exhibit 99.2 of the August 13, 2021 Form 6-K).
- Quoin's unaudited interim financial statements for the six months ended June 30, 2021 (incorporated from Exhibit 99.1 of the November 23, 2021 Form 6-K).
- The Company's unaudited pro forma condensed consolidated financial statements for the six months ended June 30, 2021, and the year ended December 31, 2020 (attached as Exhibit 99.1 to this filing).
Material Changes
The primary material change reported is the completion of the business combination (Merger) between the Company and Quoin Pharmaceuticals, Inc. on October 29, 2021. Following the Merger, Quoin became a wholly-owned subsidiary of the Company, and the Company adopted the name "Quoin Pharmaceuticals, Ltd."
Guidance, Outlook, and Risks
The filing includes a specific disclaimer regarding the pro forma financial information. Management states that the pro forma data is presented for informational purposes only and is not necessarily indicative of the combined financial position or results of operations that would have been realized had the Merger occurred on the indicated dates. Furthermore, the pro forma information is not meant to be indicative of any anticipated future results of operations following the Merger.
Investor Verification Checklist
- Verify the specific financial figures in the audited statements for the year ended December 31, 2020, located in Exhibit 99.2 of the August 13, 2021 Form 6-K.
- Review the unaudited interim financial statements for the six months ended June 30, 2021, found in Exhibit 99.1 of the November 23, 2021 Form 6-K.
- Examine the unaudited pro forma condensed consolidated financial statements attached as Exhibit 99.1 to this January 11, 2022 filing.
- Confirm the legal status of the Merger and the name change to Quoin Pharmaceuticals, Ltd. as of October 29, 2021.