Exhibit 10.3


 


QUOIN PHARMACEUTICALS, LTD.


 


AMENDED AND RESTATED CHARTER OF THE AUDIT
COMMITTEE

OF THE BOARD OF DIRECTORS

(the “Charter”)


 


Dated October
28, 2021


 


		I.	PURPOSES.



 


The purposes of the audit committee (the “Audit Committee”)
of the board of directors (the “Board”) of Quoin Pharmaceuticals, Ltd. (the “Company”) shall be
as provided for in the Israeli Companies Law, 5759-1999 (the “Companies Law”), and subject to the provisions of the
Companies Law to:


 


		1.	Be appointed also as the committee for review of the Company’s financial statements (the “FS Committee”)
as required under the Companies Law and the regulations promulgated thereunder and in such capacity to oversee the accounting and financial
reporting processes of the Company and audits of the financial statements of the Company;



 


		2.	Recommend to the Board regarding the appointment and approval of the compensation of the independent registered public accounting
firm engaged to audit the Company’s financial statements;



 


		3.	In its capacity as the FS Committee, oversee and monitor (i) the integrity of the Company’s financial statements, (ii) the Company’s
compliance with legal and regulatory requirements as they relate to financial statements or accounting matters, (iii) the independent
registered public accounting firm’s qualifications, independence and performance, and (iv) the Company’s internal accounting
and financial controls;



 


		4.	In its capacity as the FS Committee, to provide the Board with the results of its monitoring and recommendations derived therefrom;



 


		5.	In its capacity as the FS Committee, to provide to the Board such additional information and materials as it may deem necessary to
make the Board aware of significant financial matters that require the attention of the Board;



 


		6.	Monitor deficiencies in the management of the Company, inter alia, in consultation with the independent registered public accounting
firm and internal auditor, and advise the Board on how to correct the deficiencies;



 


		7.	Decide whether to approve and recommend to the Board to approve engagements or transactions that require audit committee approval
under the Israeli Companies Law, relating generally to certain related party transactions;



 


		8.	Decide as to what transactions shall be considered as “Extraordinary Transactions” as such term is defined in the Companies
Law in connection to related party transaction.



 


		9.	Meet and receive reports from both the internal auditors and independent registered public accounting firm dealing with matters that
arise in connection with their audits; and



 






     


     


    

 


		10.	Conduct any investigation appropriate to fulfilling its responsibilities, and have direct access to the independent registered public
accounting firm as well as anyone in the organization.



 


In addition, the Audit Committee will undertake those specific duties
and responsibilities required under the rules and regulations of The Nasdaq Stock Market, those listed below and such other duties as
the Board may from time to time prescribe.


 


		II.	MEMBERSHIP.



 


Subject to the provisions of the Companies Law concerning the appointment
and qualifications required from the Audit Committee members, such members will be appointed by, and will serve at the discretion of,
the Board. The Audit Committee will consist of at least three members of the Board. Members of the Audit Committee must meet the following
criteria (as well as any other criteria required by the U.S. Securities and Exchange Commission (the “SEC”) or the
Companies Law):


 


		1.	Each member will be an independent director, as defined in (i) Nasdaq Rule 5605, (ii) Section 10A(m)(3) of the Securities Exchange
Act of 1934, as amended, and (iii) the rules and regulations of the SEC, provided, that, one non-independent, non-employee
director may serve on the Audit Committee if (a) the Board has made the required determination under Nasdaq Rule 5605(c) and (b) such
Nasdaq rule is in effect or has not otherwise been superseded;



 


		2.	Each member will be able to read and understand fundamental financial statements, in accordance with Nasdaq rules and the Companies
Law;



 


		3.	No member has participated in the preparation of the financial statements of the Company or any current subsidiary of the Company
at any time during the past three years; and



 


		4.	At least one member will qualify as an audit committee financial expert, under Nasdaq and SEC rules and regulations.



 


Subject to the provisions of the Companies Law concerning the appointment
and qualifications required from the Audit Committee members, the Board shall annually appoint the members of the Audit Committee as soon
as practical after the Company’s annual meeting of shareholders, and the Audit Committee members may elect a chairman.


 


Without limiting the foregoing, the following persons may not serve
on the Audit Committee:


 


		1.	The chairman of the Board;



 


		2.	Any person who is a holder of control (as defined in the Companies Law) or a relative of such a person;



 


		3.	Any person who has any relationship that, in the opinion of the Board, would interfere with the exercise of his or her independent
judgment as a member of the Audit Committee; and



 


		4.	Any employee or executive in the Company.



 






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		III.	RESPONSIBILITIES.



 


The responsibilities of the Audit Committee shall include the following:


 


		1.	Reviewing on a continuing basis the adequacy of the Company’s system of internal controls, including meeting periodically with
the Company’s management and the independent registered public accounting firm to review the adequacy of such controls, and to review
before release the disclosure regarding such system of internal controls required under SEC rules to be contained in the Company’s
periodic filings and the attestations or reports by the independent registered public accounting firm relating to such disclosure (to
the extent such attestations or reports are required under applicable law);



 


		2.	Pre-approving audit and non-audit services provided to the Company by the independent registered public accounting firm. The Audit
Committee shall consult with management but shall not delegate these responsibilities. The Audit Committee shall also review and approve
disclosures relating to fees and non-audit services required to be included in the SEC reports. Subject to the Board and shareholder approval
if and to the extent required by applicable law, the Audit Committee shall have the authority to approve all audit engagement fees and
terms and all non-audit engagements, as may be permissible, with the independent registered public accounting firm;



 


		3.	Reviewing on a continuing basis the activities, organizational structure and qualifications of the Company’s internal audit/financial
control function;



 


		4.	Reviewing and providing guidance with respect to the independent audit and the Company’s relationship with its independent registered
public accounting firm by (i) reviewing the independent registered public accounting firm’s proposed audit scope and approach; (ii)
obtaining on a periodic basis a formal written statement from the independent registered public accounting firm regarding relationships
and services with the Company which may impact independence and presenting this statement to the Board; (iii) actively engaging in a dialogue
with the independent registered public accounting firm with respect to any disclosed relationships or services that may impact the objectivity
and independence of the independent registered public accounting firm and recommending that the Board take appropriate action to satisfy
itself with regard to the registered public accounting firm’s independence; (iv) discussing with the Company’s independent
registered public accounting firm the financial statements and audit findings, including any significant adjustments, management judgments
and accounting estimates, significant new accounting policies and disagreements with management and any other matters required to be discussed
by applicable standards of the Public Company Accounting Oversight Board; and (v) reviewing reports submitted to the Audit Committee by
the independent registered public accounting firm in accordance with the applicable SEC requirements;



 


		5.	Reviewing the qualifications, performance and independence of the Company’s independent registered public accounting firm;



 


		6.	In its capacity as the FS Committee, reviewing with management and the Company’s independent registered public accounting firm
such accounting policies (and changes therein) of the Company, including any financial reporting issues which could have a material impact
on the Company’s financial statements, as are deemed appropriate for review by the Audit Committee prior to any interim or year-end
filings with the SEC or other regulatory body;



 


		7.	In its capacity as the FS Committee, reviewing and discussing with management and the independent registered public accounting firm
the annual audited financial statements and quarterly unaudited financial statements, including the Company’s disclosures under
“Operating and Financial Review and Prospects,” prior to filing the Company’s annual report with the SEC;



 






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		8.	In its capacity as the FS Committee, conducting a post-audit review of the financial statements and audit findings, including any
significant suggestions for improvements provided to management by the independent registered public accounting firm;



 


		9.	In its capacity as the FS Committee, reviewing before release the unaudited quarterly operating results and annual audited operating
results in the Company’s quarterly earnings release;



 


		10.	In its capacity as the FS Committee, reviewing before release the disclosure regarding the Company’s system of accounting and
internal controls required under SEC rules to be contained in the Company’s periodic filings and the attestations or reports, if
required under applicable law, by the independent registered public accounting firm relating to such disclosure;



 


		11.	Overseeing compliance with the requirements of the SEC for disclosure of registered public accounting firm’s services and Audit
Committee members, member qualifications and activities;



 


		12.	In its capacity as the FS Committee, receiving periodic reports from the Company’s independent registered public accounting
firm and management of the Company to review the selection, application and disclosure of the Company’s significant accounting policies
and to assess the impact of other financial reporting developments that may have a bearing on the Company;



 


		13.	In its capacity as the FS Committee, reviewing with management and the independent registered public accounting firm the effect of
regulatory and accounting initiatives as well as off-balance sheet structures on the Company’s financial statements;



 


		14.	Reviewing with management and the independent registered public accounting firm any correspondence with regulators or governmental
agencies and any employee complaints or published reports that raise material issues regarding the Company’s financial statements,
internal controls, auditing matters, or accounting policies;



 


		15.	Enforcing the Company’s independent registered public accounting firm’s accountability to the Audit Committee and instructing
the independent registered public accounting firm that they are to directly report to the Audit Committee, regarding any issue disputed
with management. The Audit Committee shall be responsible for the resolution of any disagreement between management and the registered
public accounting firm regarding financial reporting, for the purpose of preparing or issuing an audit report or related work;



 


		16.	In its capacity as the FS Committee, reviewing the findings of any examination by regulatory agencies regarding the Company’s
financial statements or accounting policies;



 


		17.	In its capacity as the FS Committee, reviewing, in conjunction with counsel, any legal matters that could have a significant impact
on the Company’s financial statements;



 


		18.	Reviewing the Company’s policies relating to the avoidance of conflicts of interest and reviewing past or proposed transactions
between the Company, members of the Board and management as well as internal control policies and procedures with respect to officers’
use of expense accounts and perquisites, including the use of corporate assets. The Audit Committee shall consider the results of any
review of these policies and procedures by the Company’s independent registered public accounting firm;



 


		19.	Providing oversight to the Company’s chief financial officer;



 






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		20.	Reviewing any auditing or accounting issues concerning the Company’s employee benefit plans;



 


		21.	If necessary, instituting special investigations relating to financial statements or accounting policies with full access to all books,
records, facilities and personnel of the Company;



 


		22.	As appropriate, obtaining advice and assistance from outside legal, accounting or other advisors, and retaining such persons to provide
such services. The Company shall provide appropriate funding to the Audit Committee to pay the advisors;



 


		23.	Reviewing and approving in advance any proposed related party transactions to the extent required under the Companies Law and Nasdaq
and other rules;



 


		24.	Establishing and maintaining free and open means of communication between the Audit Committee, the Company’s independent registered
public accounting firm, the Company’s internal audit/financial control department and management with respect to auditing and financial
control matters, including providing such parties with appropriate opportunities to meet privately with the Audit Committee;



 


		25.	Establishing procedures for receiving, retaining and treating complaints received by the Company regarding accounting, internal accounting
controls or auditing matters and procedures for the confidential, anonymous submission by employees of concerns regarding questionable
accounting or auditing matters;



 


		26.	Reviewing and assessing on an annual basis the adequacy of its own charter, structure, processes and membership requirements;



 


		27.	Determining the appropriate funding to be provided by the Company for payment of compensation to any legal, accounting or other advisors
employed by the Audit Committee;



 


		28.	Reviewing and discussing periodically with management all material off-balance sheet transactions, arrangements, obligations (including
contingent obligations) and other relationships of the Company with unconsolidated entities or other persons, that may have a material
current or future effect on financial condition, changes in financial condition, results of operations, liquidity, capital resources,
capital reserves or significant components of revenues or expenses;



 


		29.	In its capacity as the FS Committee, inquiring about the application of the Company’s accounting policies and its consistency
from period to period, and the compatibility of these accounting policies with generally accepted accounting principles, and (where appropriate)
the Company’s provisions for future occurrences which may have a material impact on the financial statements of the Company;



 


		30.	In its capacity as the FS Committee, discussing periodically with the independent registered public accounting firm, without management
being present, (i) their judgments about the quality, appropriateness, and acceptability of the Company’s accounting principles
and financial disclosure practices, as applied in its financial reporting, and (ii) the completeness and accuracy of the Company’s
financial statements;



 


		31.	At least annually, reviewing and discussing with management the Company’s major financial risk exposures and the steps management
has taken to monitor and control such exposures (including management’s risk assessment and risk management policies including its
investment policies and performance for cash and short-term investments);



 






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		32.	Reviewing and approving any material change or waiver in the Company’s ethics codes regarding directors or senior executive
officers, and disclosures made in the Company’s annual report in such regard;



 


		33.	Overseeing the hiring policies for employees or former employees of the independent registered public accounting firm, so that such
hiring shall be in compliance with any applicable laws and regulations; and



 


		34.	Performing such additional activities and consider such other matters within the scope of its responsibilities or duties according
to applicable law and/or as the Audit Committee and/or the Board deems necessary or appropriate.



 


While the Audit Committee has the responsibilities and powers set forth
in this Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company’s financial
statements and disclosures are complete and accurate and are in accordance with U.S. generally accepted accounting principles, International
Financial Reporting Standards or such other accounting standards adopted by the Company, and applicable rules and regulations.


 


		IV.	MEETINGS.



 


The Audit Committee will meet as often as it determines, but not less
frequently than once every quarter.


 


The Audit Committee, in its discretion, will ask members of management
or others to attend its meetings (or portions thereof) and to provide pertinent information as necessary. The Audit Committee will meet
separately with the chief executive officer and separately with the chief financial officer of the Company at such times as are appropriate
to review the financial affairs of the Company. The Audit Committee will meet periodically in separate executive session with the independent
registered public accounting firm as well as any financial controllers of the Company, at such times as it deems appropriate to fulfill
the responsibilities of the Audit Committee under this charter.


 


The independent registered public accounting firm shall be invited
to every meeting of the Audit Committee that relates to the financial statements of the Company. The internal auditor shall be invited
to all Audit Committee meetings. In addition, the internal auditor may request that the chairperson of the Audit Committee convene a meeting
to discuss a particular issue, and the chairperson shall convene the Audit Committee within a reasonable period of time, if the chairperson
finds it appropriate to do so.


 


A majority of the Audit Committee members shall constitute a quorum.
The action of a majority of those present at a meeting, at which a quorum is present, shall be the act of the Audit Committee.


 


		V.	MINUTES.



 


The Audit Committee will maintain written minutes of its meetings,
which minutes will be filed with the minutes of the meetings of the Board.


 


		VI.	COMPENSATION.



 


Members of the Audit Committee may receive compensation for their service
as Audit Committee members, subject to the provisions of the Companies Law.


 


Members of the Audit Committee may not receive any compensation from
the Company except the fees that they receive for service as members of the Board or any committee thereof.








 


		VII.	DELEGATION OF AUTHORITY.



 


Subject to the provisions of the Companies Law, the Audit Committee
may delegate to one or more designated members of the Audit Committee the authority to pre-approve audit and permissible non-audit services,
provided such pre-approval decision is presented to the full Audit Committee at its scheduled meetings.


 


 


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