Quoin Pharmaceuticals, Inc. signed an Agreement and Plan of Merger to acquire Cellect Biotechnology Ltd. (NasdaqCM:APOP) in a reverse merger transaction for ILS 31.1 billion on March 24, 2021. Under the transaction, Cellect would issue an aggregate of approximately 2,937,874,100 ordinary shares to the holders of Quoin common shares. Cellect shareholders will retain approximately 25% of the combined shares before investment while the shareholders of Quoin will receive shares of Cellect common stock representing approximately 75% of the pre-investment number of shares. In the merged entity Cellect and Quoin shareholders will hold the shares in the ratio of 1:3. In a related transaction, EnCellX, Inc. entered into an agreement to acquire Cellect Biotherapeutics Ltd. from Cellect Biotechnology Ltd. for ILS 51.35 million on March 24, 2021.

In connection with the merger, Quoin has secured ILS 81.04 million in committed equity funding from Altium Capital. As a part of transaction, Cellect will merge with Quoin and Cellect will be renamed Quoin Pharmaceuticals, Ltd. and will begin trading on NASDAQ under the symbol 'QNRX.' If agreement is terminated by Quoin, in that case Quoin will pay ILS 1.7289 million as termination fee to Cellect and if agreement is terminated Cellect, in that case Cellect will pay ILS 1.7289 million as termination fee to Quoin. The Cellect Board of Directors shall appoint new members selected by Quoin to the Cellect Board of Directors, as permitted under the Articles of Association of Cellect. Cellect shall cause all members of the Cellect Board of Directors other than (i) the Quoin Designees and (ii) the external directors of Cellect Biotechnology immediately prior to the Effective Time appointed in accordance with Section 239 of the Companies Law, to tender their resignation from the Board of Directors of Cellect effective immediately (such resigning directors, the “Cellect Director Resignees”) and the Cellect Board of Directors shall appoint each of the directors to the committees of the Cellect Board of Directors as to be determined by Quoin. Effective as of the closing of the Merger, Cellect's executive officers are expected to include Michael Myers as Chief Executive Officer and Denise Carter as Chief Operating Officer.

Transaction has been unanimously approved by board of Quoin and Cellect. Transaction is now subject to approval of shareholders of Quoin and Cellect, Cellect must have delivered to Quoin written resignations of the officers and external directors of Cellect, Cellect's aggregate indebtedness as of immediately prior to the effective time of the Merger must be equal to zero, Cellect's net cash must be greater than or equal to zero, regulatory approvals, the existing Cellect ordinary shares must have been continually listed on The Nasdaq Capital Market or be listed on The Nasdaq Capital Market through the closing of the Merger, not occurred any Quoin Material Adverse Effect and certain other conditions. As of July 16, 2021, Cellect Biotechnology Ltd. announced to establish a special committee comprising of Jonathan Burgin, Yali Sheffi and Abraham Nahmias to recommend the shareholders about the merger. As on August 12, 2021, the registration statement was declared effective. The transaction is expected to close by the end of the second quarter of 2021. As of August 6, 2021, the transaction is expected to close in the third quarter of 2021. As of October 15, 2021, transaction is expected to close on October 28, 2021.

Accordingly, on September 17, 2021, Quoin, Cellect and Altium entered into an Amendment Agreement ) under which they amended the terms of the Primary Financing SPA, the form of Primary Financing Warrants and the form of Exchange Warrants, as described in more detail below. Warrants, in the form attached hereto as Exhibit B-1 (the "Series A Warrants"), representing the right to acquire an initial amount of American Depositary Shares ("ADSs" or "American Depositary Shares"), each representing four hundred (400) PublicCo ordinary shares, no par value per share (the "PublicCo Ordinary Shares") equal to  4.276252 million subject to further adjustments as set forth therein (such ADSs issuable upon exercise of the Series A Warrants, collectively, the "Series A Warrant Shares"), (ii) warrants, in the form attached hereto as Exhibit B-2 (the "Series B Warrants"), representing the right to acquire an initial amount of ADSs equal to 4.276252 million subject to further adjustments as set forth therein (such ADSs issuable upon exercise of the Series B Warrants, collectively, the "Series B Warrant Shares") and (iii) warrants, in the form attached hereto as Exhibit B-3 (the "Series C Warrants" and together with the Series A Warrants and the Series B Warrants, the "Warrants"), 2.38967 million subject to further adjustments as set forth therein (such ADSs issuable upon exercise of the Series C Warrants, collectively, the "Series C Warrant Shares" and together with the Series A Warrant Shares and the Series B Warrant Shares, the "Warrant Shares") and (y) an additional amount of Series A Warrants and Series B Warrants, each to purchase a number of ADSs determined pursuant to the terms thereof (such ADSs, are also referred to herein and in the other Transaction Documents as "Series A Warrant Shares" and "Series B Warrant Shares", respectively)."

JMP Securities LLC acted as financial advisor and Jeffrey A. Baumel and Ilan Katz of Dentons US LLP acted as legal advisors to Quoin Pharmaceuticals, Inc. Cassel Salpeter & Co., LLC acted as financial advisor and fairness opinion provider, Yuva Horn of Horn & Co. and David Gitlin of Royer Cooper Cohen Braunfeld LLC acted as legal advisors to Cellect Biotechnology Ltd. Cassel Salpeter & Co., LLC shall receive ILS 0.29 million fees for providing fairness opinion. Computershare Shareowner Services LLC acted as the transfer agent to Cellect as part of the transaction. The Bank of New York Mellon acted as the escrow agent to Cellect.