Quoin Pharmaceuticals Limited entered into a non-binding term sheet to acquire Skinvisible, Inc. (OTCPK:SKVI) in a reverse merger transaction on November 27, 2017. In connection with the transaction, Quoin will execute a definitive agreement of shares of combined company’s common stock for an aggregate of at least $10 million of gross proceeds. Quoin Pharmaceuticals Limited signed a merger agreement to acquire Skinvisible, Inc. (OTCPK:SKVI) in a reverse merger transaction on March 26, 2018. Quoin Pharmaceuticals has been privately funded by its founders. Concurrent with the transaction, the reverse split of Skinvisible’s issued and outstanding common stock will be effected by a ratio of not less than one-for-ten and not more than one-for-one hundred, with the exact ratio to be set within this range by Skinvisible’s board of directors. Post transaction, Quoin shareholders will own 72.5% of the new company and Skinvisible shareholders will own 27.5%, prior to any effect from financing activities and conversion of a certain portion of Skinvisible's debt. The new company will be named Quoin Pharmaceuticals, Inc. and will continue to trade on the OTCQB. Up on the closing of the transaction, Skinvisible will be renamed to Quoin Pharmaceuticals, Inc. and the symbol of Skinvisible will be changed to something that more resembles the new name. In case of termination, Skinvisible will pay a termination fee of up to $0.3 million to Quoin Pharmaceuticals. Following the completion of the merger, all the directors of Skinvisible will resign and the combined company’s board of directors is expected to consist of six members. Michael Myers will serve as Chief Executive Officer and Director, Denise Carter as Chief Operating Officer and Director, Terry H. Howlett as General Manager - Legacy Products, Doreen McMorran as Marketing Manager – Legacy Products and Dennis H. Langer and Peter Lankau as Directors. The transaction is subject to customary closing conditions, including negotiation of a definitive agreement, regulatory approvals; the receipt of Skinvisible shareholder approval, Quoin Pharmaceuticals shareholder approval, Skinvisible shall have obtained the requisite approval of holders of its voting capital to effect the charter amendment, including the reverse stock split, consummation of private placement of at least $10 million of gross proceeds, execution of lockup agreement, entry of Skinvisible into debt conversion agreements and related party agreements and thereafter other customary closing conditions. The transaction has been unanimously approved by the Board of Directors of Skinvisible and Quoin Pharmaceuticals and recommends that all Skinvisible shareholders vote in favor of the transaction. In connection with the transaction, Michael Myers and Denise Carter, the stockholders and directors of Quoin and Terry Howlett and Doreen McMorran, of Skinvisible, entered into lock-up agreements which prohibit sales and certain other dispositions of shares of the combined company’s common stock and certain other securities for a period of 180 days after the closing of the merger. It is anticipated the merger will take place in early 2018. As of March 26, 2018, the transaction is expected to close by the end of the second quarter of 2018. As of August 14, 2018, the transaction is expected to close in the third quarter of 2018. As on September 25, 2018, the transaction is expected to close in third quarter of calendar 2018. As on October 5, 2018, the transaction is expected to be completed in October 2018. As on November 14, 2018, the transaction is expected to complete in the fourth quarter of calendar year 2018. On November 26, 2018, the adoption of the merger between Quoin and Skinvisible, the proposal to effect a Reverse Split of Skinvisible’s common stock and the proposal to approve a name change to Quoin Pharmaceuticals, Inc. were approved by the holders of a majority of the outstanding shares of Skinvisible common stock at a Special Meeting of Stockholders. Prior to approval of the reverse split Skinvisible had a total of 144 million issued and outstanding shares of common stock. On the effective date of the reverse split of fifty-for-one, Skinvisible will have a total of 2.9 million issued and outstanding shares of common stock. Skinvisible common stock will be quoted under the symbol “SKVID” for a period of 20 trading days after which it will trade under the symbol “SKVI” until the completion of the Merger. Scott Doney of The Doney Law Firm acted as legal advisor to Skinvisible. Jeffrey A. Baumel and Ilan Katz of Dentons US LLP acted as legal advisor to Quoin Pharmaceuticals and will receive a fee of $0.375 million in respect of transaction.