qron_10k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to ______

Commission File Number: 000-55800

QRONS INC.

(Exact name of registrant as specified in its charter)

Wyoming		81-3623646
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

28-10 Jackson Avenue #26N

Long Island City, New York 11101

(Address of principal executive office)

Registrant’s telephone number, including area code: (212)-945-2080

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.0001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter was $1,327,916.

As of April 10, 2024, there were 13,649,789 shares of the registrant’s common stock outstanding.

TABLE OF CONTENTS

Item No.		Page No.
PART I
1	Business	3
1A	Risk Factors	13
1B	Unresolved Staff Comments	13
1C	Cybersecurity	13
2	Properties	13
3	Legal Proceedings	13
4	Mine Safety Disclosures	13
PART II
5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	14
6	Selected Financial Data	16
7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
7A	Quantitative and Qualitative Disclosures About Market Risk	20
8	Financial Statements and Supplementary Data	21
9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	22
9A	Controls and Procedures	22
9B	Other Information	24
9C	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	24
PART III
10	Directors, Executive Officers and Corporate Governance	25
11	Executive Compensation	27
12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	28
13	Certain Relationships and Related Transactions, and Director Independence	30
14	Principal Accounting Fees and Services	31
15	Exhibits, Financial Statement Schedules	32
16	Form 10-K Summary	33
	SIGNATURES	34

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PART I

Item 1. Business

As used in this Annual Report on Form 10-K (this “Report”), references to the “Company,” the “registrant,” “we,” “our” or “us” refer to Qrons Inc. unless the context otherwise indicates.

Forward-Looking Statements

This Report contains predictions, estimates and other forward-looking statements that relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or the negative of these terms or other comparable terminology.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. Forward-looking statements represent our management’s beliefs and assumptions only as of the date of this Annual Report. You should read this Report and the documents that we have filed as exhibits to this Report completely and with the understanding that our actual future results may be materially different from what we expect.

All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made, except as required by applicable law.

Overview

We were incorporated under the laws of the State of Wyoming on August 22, 2016, as BioLabMart Inc. and changed our name to Qrons Inc. on August 8, 2017.

We are an innovative biotechnology company dedicated to developing biotech products, treatments and technologies to combat neuronal and infectious diseases with a focus on antibiotic resistant bacteria, which is becoming the most prominent and rapidly growing worldwide cause of illness and death. Our approach is to seek to engage in strategic arrangements with companies universities and, scientists that are developing unique know how and intellectual properties in the fields of, stem cells, antibiotic resistant drug development and tissue engineering, for deployment in the fight against neuronal and infectious diseases. Our search is focused on researchers based in Israel, a country which is world-renowned for biotech innovations and where our researchers are based.

To date, the Company has collaborated with universities and scientists in the fields of regenerative medicine, tissue engineering and 3D printable hydrogels to develop a treatment that integrates proprietary, engineered mesenchymal stem cells (“MSCs”), 3D printable implant, smart materials and a novel delivery system. The Company has developed two product candidates for treating penetrating and non-penetrating (concussion-like) traumatic brain injuries (“TBIs”), both integrating proprietary, anti-brain inflammation synthetic hydrogel and modified MSCs. QS100TM is an injury specific, 3D printable, implantable MSCs-synthetic hydrogel, to treat penetrating brain injuries and QS200TM is an injectable MSCs-synthetic hydrogel for the treatment of diffused injuries commonly referred to as concussions.

In early 2022, the Company began collaborating with scientists at Bar Ilan University, a leading University in Israel to conduct preliminary experiments to confirm that a combination of certain molecule compounds that they invented which contain immunomodulating properties when integrated with ingredients in our QS200™ product candidate may substantially improve its solubility and allow very high dosage treatments which we believe offers treatment options to diffused axonal injuries. These molecules are being tested for certain indication in various Phase II trials conducted by others.

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We also believe that the improved dosage delivery may present a unique treatment option to patients who suffer from antibiotic resistant bacteria infection and Sepsis. We have developed a research plan to conduct such in vitro tests, which if successful we believe may provide an expedited pathway to human trials.

On July 17, 2023, the Company entered into a License Agreement Term Sheet (the "Agreement”) with Professors Benjamin Sredni and Michael Albeck (the "Professors”) and Dr. Ido Merfeld ("Merfeld), the Company’s President and co-Founder.

Under the Agreement the Professors, inventors of certain patents, applications, processes and who possess certain related know-how particularly as to AS101 Tellurium based compounds, (the "Background IP”) agreed to license the Background IP to Qrons.

The Background IP, independently or together with the Qrons IP will be used as part of a new research program allowing for the use of all Background IP by Qrons to experiment and commercialize the therapeutic effect of certain Tellurium based compounds on antibiotic resistance bacterial infections, Sepsis and Traumatic brain injuries ("Tellurium Research”).

Previously, under an intellectual property license agreement (the “Intellectual Property Agreement”) with the Trustees of Dartmouth College (“Dartmouth”) to develop innovative 3D printable, biocompatible advanced materials, Dartmouth granted the Company an exclusive worldwide, royalty bearing license for 3D printable materials in the field of human and animal health and certain additional patent rights to use and commercialize licensed products and services. As the Company’s short-term focus and deployment of resources has pivoted to developing a treatment for Sepsis, which the Company believes has the potential to reach commercialization in a shorter time span, the Company in 2023 entered into discussions with Dartmouth as to a range of issues including the termination of the license. In February 2024 the Company reached agreements with Dartmouth as to open issues and the license has been terminated.

The Company has relied primarily on its two co-founders, Jonah Meer, Chief Executive Officer, and Ido Merfeld, President, who are its sole directors, to manage its day-to-day business. The Company currently outsources professional services to third parties in an effort to maintain lower operational costs.

Messrs. Meer and Merfeld, as the holders of the Company’s issued and outstanding shares of the Company’s Class A Preferred Stock, collectively have 66 2/3% of the voting rights of the Company. Acting together, they will be able to influence the outcome of all corporate actions requiring approval of our stockholders.

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The Company’s common stock has traded on the OTCQB Venture Market since August 12, 2019 under the symbol “QRON”.

Agreements for Sepsis Program

On July 17, 2023, the Company entered into a License Agreement Term Sheet with Professors Benjamin Sredni and Michael Albeck and Dr. Ido Merfeld the Company’s President and co-Founder.

Merfeld is the inventor of certain patents and possesses certain related know-how particularly as to Pseudopolyrotaxanes and Cyclodextrins, all owned by the Company ("Qrons IP”).

The Professors granted Qrons an exclusive world-wide, perpetual license to the Background IP, unless the Background IP is returned should Qrons fail to meet certain fundraising and prosecution milestones.

The Tellurium Research will be allowed to expand to include other indications as progress warrants and agreed by the parties. The Professors and Merfeld as co-inventors will enter into a new patent filing for treating sepsis with certain Tellurium based compounds independently and in combination with Cyclodextrins, to be known as the "New Patent”. The New Patent will be assigned to Qrons, subject to Qrons rights under the Agreement.

As part of the Tellurium Research program the Professors joined Qrons’ Scientific Advisory Board.

All new intellectual properties and/or Know-how discovered and/or generated by The Tellurium Research ("Forward IP”) will be the sole property of Qrons. All the Background IP will remain to be the sole property of the Professors until an Exit Event occurs.

All additional patents developed, invented or otherwise during the course of the Tellurium Research will be filed, prosecuted, and maintained by Qrons.

Qrons and the Professors will share the expenses relating to the filing, prosecution and maintenance of the provisional period of the New Patent. Thereafter, all expenses related to the New Patent shall be the sole responsibility of Qrons.

Qrons is tasked with raising $2 million funds to support Tellurium Research. If within a year after the commencement of the Agreement, Qrons fails to raise at least $2 million, the license will be terminated unless agreed otherwise by the parties.

If Qrons shall (i) fail to prosecute and maintain in due order the New Patent or (ii) fail to launch a Phase 1 program with the FDA or a comparable European regulatory agency for at least one Tellurium based treatment on or before the three-year (3) anniversary of the date of the Agreement, then the Professors may terminate the license.

In the case of termination of the Agreement, Qrons shall at the request of the Professors transfer to the Professors & Merfeld ownership of the New Patent as well as the files, documents, research and new know how, in relation to the sepsis research.

As consideration for joining the Scientific Advisory Board, The Professors each received a grant of 150,000 common stock options exercisable at $0.50 (half dollar) with one-third (1/3) being immediately exercisable, and an additional one-third (1/3) exercisable on each of the first- and second-year anniversary dates of the Agreement. Each option has a 3-year term for which to exercise the option.

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As part of the Agreement Adv. Avichai Isaschar and Hananel Levy joined the Company’s Business Advisory Board and as consideration each receive a grant of 50,000 common stock options exercisable at $1.00 (One dollar) each with one-third (1/3) being immediately exercisable, and an additional one-third (1/3) exercisable on each of the first- and second-year anniversary dates of the Agreement. Each option has a 3-year term for which to exercise the option.

In consideration of the Background IP, Qrons will issue to the Professors a total of 800,000 common stock options exercisable to purchase shares of Qrons common stock at an exercise price of $1.00 per share, fifty percent (50%) which is exercisable on the date of execution of the Agreement and the balance exercisable 1 years from the date of the Agreement. Should the Professors request to receive back the rights to the New Patent "all un-exercised options will expire.”

In consideration of licensing the Background IP, Qrons is obligated to pay the Professors an earned Royalty of 2% (1% each) Net Sales of any Tellurium based transactions, anywhere in the World and pay to the Professors fifteen percent (15%) of all Sublicense Consideration received by Qrons and each Affiliate under a Sublicense.

In the case of a Qrons Exit Event (as defined in the Agreement) the Professors are required to transfer full ownership of the Background IP to Qrons and in exchange receive two percent (2%) (1% each) of any consideration received by Qrons as part of such Exit Event.

Agreements with Dartmouth

On October 2, 2019, the Company entered into the Intellectual Property Agreement pursuant to which Dartmouth granted the Company an exclusive world-wide license under the patent application entitled “Mechanically Interlocked Molecules-based Materials for 3D Printing” in the field of human and animal health and certain additional patent rights to use and commercialize licensed products and services. The license grant included the right of the Company to sublicense to third parties subject to the terms of the Agreement.

The Agreement provided for : (i) a $25,000 license issue fee; (ii) an annual license maintenance fee of $25,000, until the first commercial sale of a licensed product or service; (iii) an earned royalty of 2% of net sales of licensed products and services by the Company or a sublicensee; (iv) 15% of consideration received by the Company under a sublicense; and (v) beginning in the first calendar year after the first commercial sale, an annual minimum royalty payment of $500,000, $1,000,000 in the second calendar year, and $2,000,000 in the third calendar year and each year thereafter. The Company will also reimburse Dartmouth for all patent preparation, filing, maintenance and defense costs.

Under the Agreement, the Company was required to diligently proceed with the development, manufacture and sale of licensed products and licensed services, including funding at least $1,000,000 of research in each calendar year beginning in 2019 and ending with the first commercial sale of a licensed product; filing an IND/BLA (or equivalent) with the FDA or a comparable European regulatory agency before the four-year anniversary and make the first commercial sale of a licensed product before the twelve-year anniversary of the effective date of the Agreement and achieve annual net sales of at least $50,000,000 by 2033. If the Company failed to perform any of these obligations, Dartmouth had the option to terminate the Agreement or change the exclusive license to a nonexclusive license.

As the Company failed to fulfill its requirements under the Agreement Dartmouth declared the Company in default in in August 2023, as had terminated the license. The Company is indebted to Dartmouth for $50,000 of unpaid annual license fees and $4,877 of unpaid reimbursable patent maintenance costs.

The Company and Dartmouth also agreed in February 2024 to add Professor Chenfeng Ke and Qianming Lin, both formerly of Dartmouth as co-inventors of the patent entitled Techniques for Promoting Neuronal Recovery and to add Dartmouth as co-owner of the patent together with Qrons.

The Company’s sponsored research agreement, pursuant to which the Company funded research conducted by Dartmouth of mutual interest to the parties terminated by its terms in July 2020.

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Business Description

The Company’s initial focus at its formation was traumatic brain injury (“TBI”), a severe form of neuronal damage caused by powerful head impacts. Patients can experience transient symptoms, profound disability or death. TBI is generally caused by violent acts, motor vehicle accidents, falls and sports-related concussions.

TBI can be characterized into two distinct subtypes, penetrating injuries, in which an object pierces the skull and directly damages the brain causing extensive damage to the neuronal tissue or diffused axonal injuries (commonly referred to as concussions) that are non-penetrating blows that push the brain against the skull, inflicting neuronal damage. Diffused axonal injuries account for approximately 89% of all TBIs.

Neuronal cells interconnect to create the gigantic network that drives core brain functions. Unfortunately, neurons rarely regenerate after an injury. As a result, following a severe brain injury, neural connectivity is lost and brain function compromised.

TBI patients can become blind, deaf, paralyzed and experience cognitive and psychological issues. There is also evidence that TBI patients may be more likely to develop Alzheimer’s, Huntington’s, Parkinson’s and other neurodegenerative diseases. Repeated head injuries may induce brain pathologies associated with chronic traumatic encephalopathy (“CTE”) a neurodegenerative disease associated with multiple head injuries. CTE is often discovered in athletes, post-mortem.

There are no effective approved FDA treatments to help patients regain function of which we are aware. Current treatments focus on reducing secondary injuries. They can partially reduce further damage but do little or nothing to heal the brain. Most strategies are rehabilitative, helping patients adjust to their impaired cognitive state by creating workarounds, such as taking notes to compensate for lost short-term memory.

The Company developed two product candidates, QS100TM for treating penetrating brain injuries and QS200TM, for treating concussions and other diffused axonal injuries. Both QS100TM and QS200TM integrate proprietary, anti-brain inflammation synthetic hydrogel and modified MSCs and smart synthetic material. QS100TM is an injury specific, 3D printable, implantable MSCs-synthetic hydrogel to treat penetrating brain injuries (such as gunshot wounds, motor vehicle accidents and falls) and QS200TM is an injectable MSCs-synthetic hydrogel for the treatment of diffused axonal injuries.

QS100TM has demonstrated astrogliosis inhibition and induction of neuronal differentiation in our in-vivo animal experiment penetrating injury animal model. QS200TM research has shown efficacy for concussions and diffused brain injuries.

We believe that QS100TM’s advances provide a superior stem cells/synthetic hydrogel integration which will enable the unleashing of a precise, effective and controlled delivery of our proprietary MSCs so as to induce neuronal growth.

We further believe that QS200™ may substantially improve solubility of certain molecules that have been identified and allow very high dosage treatments which we believe offers treatment options to diffused axonal injuries.

We also believe that the improved dosage delivery may present a unique treatment option to patients who suffer from antibiotic resistant bacteria infection and sepsis. Sepsis is a life threatening medical emergency that arises when the body’s response to infection causes injury to its own tissues and organs.

There remains no effective treatment for sepsis worldwide and high mortality rate persists. It is a leading cause of death in hospitals. It is also the main reason why people are readmitted to hospital.

Although TBI and neuronal diseases occur in different regions and display different causes or origins, they share common cellular and molecular mechanisms. Building on the Company’s activities in its research activities for TBI’s and its activities and interactions in Israel, the Company has expanded its proprietary TBI research, to create a platform making use of synergic technologies to combat a broader range of additional neuronal diseases.

The nervous system is comprised of the brain, spinal cord and nerves. Together they control all of the workings of the body. When something goes awry with a part of the nervous system, one can experience difficulties with movement, speech, swallowing, breathing or learning. Problems may also develop that affect memory, senses or mood.

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Four decades of intense research and development efforts have failed to yield effective interventions for neuronal diseases. The lack of success in the search for a drug or treatment to improve the devastating symptoms of chronic neuronal diseases has been one of modern medicine’s greatest frustrations.

The lack of effective therapies for neuronal diseases creates an enormous social and economic burden on society.

Major types of neuronal diseases include:

·	Diseases caused by faulty genes, such as Huntington’s disease and muscular dystrophy nervous system development disorder, such as spina bifida;

·	Degenerative diseases, where nerve cells are damaged or die, such as Parkinson’s disease and Alzheimer’s disease;

·	Diseases of the blood vessels supplying the brain, such as stroke;

·	Injuries to the spinal cord and brain;

·	Seizure disorders, such as epilepsy;

Although these diseases occur in different regions and display different causes or origins, they share common cellular and molecular mechanisms.

Our Mission and Approach

Our goal is to develop and license biotech products, treatments and technologies to combat neuronal and infectious diseases with a focus on antibiotic resistant bacteria, which is becoming the most prominent and rapidly growing worldwide cause of illness and death. Our approach is to seek to engage in strategic arrangements with companies universities and, scientists that are developing unique know how and intellectual properties in the fields of, stem cells, antibiotic resistant drug development and tissue engineering, for deployment in the fight against neuronal and infectious diseases.

Our search is focused on researchers based in Israel, a country which is world-renowned as having a long track record of successful and ground-breaking innovations.

We believe we have assembled a talented and experienced development team, comprised of scientists, doctors and finance professionals, who can identify and evaluate promising product and treatment candidates and partner companies for potential acquisition. The core of our team consists of seasoned Israelis making us well positioned to mine Israel’s emerging technologies.

Our search is for value accretive transactions with high growth, and clinical and commercial potential. Following the exclusive license or acquisition of the intellectual property underpinning a product candidate, we will seek to leverage our business, scientific, regulatory, legal and finance expertise to help partner companies and entrepreneurs achieve their goals while providing us a platform to advance treatments of unmet neuronal diseases.

To date, we have two product candidates, QS100TM for treating penetrating brain injuries and QS200TM, for treating concussions and other diffused axonal injuries. Both QS100TM and QS200TM integrate proprietary, anti-brain inflammation synthetic hydrogel and modified MSCs and smart synthetic material. QS100TM is an injury specific, 3D printable, implantable MSCs-synthetic hydrogel to treat penetrating brain injuries (such as gunshot wounds, motor vehicle accidents and falls) and QS200TM is an injectable MSCs-synthetic hydrogel for the treatment of diffused injuries commonly referred to as concussions.

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Our Market

There are various estimates of the size of the neurological disorder market as individual reports focus on particular segments or disorder, geographical area or treatment in the broad neurological disorder market. According to some reports, one in six people live with a neurological disease or disorder in the United States.

Continued growth of the global neurological disorder drugs market has been projected and can be attributed to the rise in prevalence of neurology diseases among the geriatric population across the globe and is expected to substantially increase as the population ages.

The market for TBI, which had been the Company’s focus to date, has been analyzed by the Center for Disease Control and Prevention (the “CDC”), which sees TBI as a major cause of death and disability in the United States with TBI contributing about 30% of all injury deaths. According to the CDC, in 2020 there were over 64,000 deaths in the United States from injuries that include TBI, with people aged 75 years or older accounting for about 32% of TBI related hospitalizations and 28% of TBI related deaths. Annually in the U.S. there are more than 2.5 million reported cases with 223,000 hospitalizations. CDC data indicates that the economic cost of TBI in 2010, including direct and indirect medical costs, is estimated to be approximately $76.5 billion. According to the European CENTER, the global annual burden of TBI was estimated at $400 billion.

The Sepsis Therapeutics market in the U.S. is estimated at $1.1 Billion in the year 2022. China, the world’s second largest economy, is forecast to reach a projected market size of $59.1 Billion by the year 2030 trailing a CAGR of 74.2% over the analysis period 2022 to 2030. Among the other noteworthy geographic markets are Japan and Canada, each forecast to grow at 70.3% and 67.1% respectively over the 2022-2030 period. Within Europe, Germany is forecast to grow at approximately 63% CAGR.

In the changed post COVID-19 business landscape, the global market for Sepsis Therapeutics estimated at $3.9 Billion in the year 2022, is projected to reach a revised size of $433.2 Billion by 2030, growing at a CAGR of 80.4% over the period 2022-2030.

Factors, such as the high prevalence of sepsis, increasing awareness, and the introduction of technologically advanced diagnostic solutions are expected to significantly fuel the market growth over the forecast period. Recent studies have shown an increasing prevalence of this life-threatening disease around the globe.

Market Competition

The biotechnology and pharmaceutical industries are characterized by intense and rapidly changing competition to develop new technologies and proprietary products, and any product candidates that we successfully develop and commercialize will have to compete with existing therapies and new therapies that may become available in the future.

We believe that our approach of creating a platform to combat neuronal diseases making use of next generation treatments through our development team based in Israel can provide us with a competitive intellectual and cost advantage. We face potential competition from many different sources, including larger and better-funded pharmaceutical, specialty pharmaceutical and biotechnology companies, as well as from academic institutions and governmental agencies and public and private research institutions that may develop potentially competitive products or technologies. To the extent that we develop product candidates for indications with larger patient populations, we expect to experience particularly intense competition from larger and better funded pharmaceutical and biotechnology companies. Any product candidate that we may develop will compete with such larger and better funded pharmaceutical and biotechnology companies, established drugs or solutions and new drug candidates being developed by others, that may currently be in clinical trials.

Currently there are no approved products for our two product candidates. We believe the key competitive factors that will affect the success of our product candidates, if approved, are likely to be their effectiveness, efficacy, safety, convenience of administration and delivery, price, level of generic competition and the availability of reimbursement from government and other third-party payors.

In the search for treatments for additional neuronal diseases there are many product candidates in development. While competition may be intense there are many indications that still remain untreated and we will seek out those indications where we believe we can bring a therapeutics and/or cost advantage versus competitors.

Many of our potential competitors, alone or with their strategic partners, have substantially greater financial, technical and human resources than we do and significantly greater experience in the discovery and development of product candidates, obtaining FDA and other regulatory approvals of treatments and the commercialization of those treatments. Mergers and acquisitions in the biotechnology and pharmaceutical industries may result in even more resources being concentrated among a smaller number of competitors. Our commercial opportunity could be reduced or eliminated if competitors develop and commercialize products that are safer, more effective, have fewer or less severe side effects, are more convenient or are less expensive than any products that we may develop. Competitors also may obtain FDA or other regulatory approval for their products more rapidly than we may obtain approval for ours, which could result in competitors establishing a strong market position before we are able to enter the market.

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Intellectual Property

Our intellectual property is critical to our business, and we will strive to protect it, including by seeking, obtaining and maintaining patent protection for our product candidates, novel discoveries and technology, including new targets and applications, and other inventions that are important to our business. We also rely on trademarks, trade secrets, know-how, continuing technological innovation and licensing opportunities to develop and maintain our proprietary position.

We also depend upon the skills, knowledge, experience and know-how of our advisers, consultants and other contractors. To help protect our proprietary know-how, which is not patentable, and for inventions for which patents may be difficult to enforce, we currently rely and will in the future rely on trade secret protection and confidentiality agreements to protect our interests. To this end, we require all of our employees, consultants, advisers and other contractors to enter into confidentiality agreements that prohibit the disclosure of confidential information and, where applicable, require disclosure and assignment to us of the ideas, developments, discoveries and inventions important to our business. Our agreements also provide that all intellectual property created under such agreements belong to us.

Dartmouth had granted the Company an exclusive worldwide, royalty bearing license for such 3D printable materials in the field of human and animal health and certain additional patent rights to use and commercialize licensed products and services pursuant to the Intellectual Property Agreement. As the Company’s short-term focus and deployment of resources has pivoted to devote research resources to treating infectious disease we failed to devote the necessary resources to commercialize the patent. In August 2023 Dartmouth declared us in default and has terminated the license.

On April 9, 2018, the Company filed a provisional patent application with the USPTO entitled ‘Techniques for Promoting Neuronal Recovery” and on January 22, 2019, filed a second application that included further technological developments and data. In addition, on April 7, 2019, the Company filed a Patent Cooperation Treaty (“PCT”) application with the World Intellectual Property Organization to allow the Company to file patent applications and seek protection in most major market countries throughout the world. On September 23, 2020, the Company filed with the USPTO the US National Phase of its international PCT application thereby initiating its application for a United States Patent.

On February 4, 2024, the patent application was updated to include Professor Chenfeng Ke and Qianming Lin both formerly of Dartmouth as additional inventors together with Dr. Ido Merfeld, Qrons President and co-founder. In addition, Dartmouth was added as a co-owner with Qrons.

On April 3, 2022, the Company filed a provisional patent application with the USPTO entitled ‘Therapeutic Polypseudorotaxane Hydrogels’. The patent relates generally to the treatment of pathological central nervous system conditions such as traumatic injury or neurodegenerative disease. More specifically some applications of the invention relate to uses of hydrogels in the treatment of such conditions. Further the Company has filed an International Patent Application at the International Bureau, for inventions of Therapeutic Polypseudorotaxane Hydrogels in order to provide the Company with the option to, in the future, seek protection for these inventions globally. This International Patent Application was filed on March 12, 2023, and was assigned application number PCT/IB2023/052368. The application was published on October 12, 2023.

On August 9, 2023, the Company filed a provisional patent application with the USPTO entitled ‘Tellurium Compositions and Techniques For Use Therewith.’ The patent relates generally to the therapeutic effect of certain Tellurium based compounds on antibiotic resistance bacterial infections, Sepsis and Traumatic Brain Injuries.

Subject to sufficient resources the Company plans to file several additional patents relating to the integration of its QS200™ with certain molecules to treat sepsis and separately to treat diffused axonal injuries.

On November 15, 2017, Dartmouth filed a utility patent application with the USPTO for “Mechanically Interlocked Molecules-Based Materials” for 3-D printing, which the Company financed by reimbursing Dartmouth for patent filing costs.

We cannot guarantee that our pending patent applications, or any patent applications that we may in the future file or license from third parties, will result in the issuance of patents. We also cannot predict the scope of claims that may be allowed or enforced in our patents. In addition, the coverage claimed in a patent application can be significantly reduced before a patent is issued, and its scope can be reinterpreted after issuance. Consequently, we may not be able to maintain adequate patent protection for any of our product candidates.

The Company’s strategy of creating a platform through development, acquisition and investment is to enable it to obtain access to patented intellectual property in a more streamlined and cost-effective fashion as the patent process will have either been already granted or be at a later stage in the application process.

Government Regulation

The research, testing, manufacturing, labeling, approval, selling, import, export, marketing, and distribution of drug products, including biologics, are subject to extensive regulation by the FDA and other regulatory authorities in the United States. We are not permitted to market any biological drug product in the United States until we receive a Biologics License from the FDA. We have not previously submitted a Biologics License Application (“BLA”) to the FDA, or similar approval filings to comparable foreign authorities. A BLA must include extensive preclinical and clinical data and supporting information to establish that the product candidate is safe, pure, and potent for each desired indication. The BLA must also include significant information regarding the chemistry, manufacturing, and controls for the product, and the manufacturing facilities must complete a successful pre- license inspection. We expect the novel nature of our product candidates to create further challenges in obtaining regulatory approval. The FDA may also require a panel of experts, referred to as an Advisory Committee, to deliberate on the adequacy of the safety and efficacy data to support licensure. The opinion of the Advisory Committee, although not binding, may have a significant impact on our ability to obtain licensure of the product candidates based on the completed clinical trials. Accordingly, the regulatory approval pathway for our product candidates may be uncertain, complex, expensive, and lengthy, and approval may not be obtained.

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We will also be required to comply with costly and time-consuming compliance by foreign regulatory authorities if we want to sell our products outside of the United States.

Ethical, social and legal concerns about research regarding stem cells, could result in regulations restricting or prohibiting the processes we may use. Federal and state agencies, congressional committees and foreign governments have expressed interest in further regulating biotechnology. More restrictive regulations or claims that our products are unsafe or pose a hazard could prevent us from commercializing any products. New government requirements may be established that could delay or prevent regulatory approval of our product candidates under development. It is impossible to predict whether legislative changes will be enacted, regulations, policies or guidance changed, or interpretations by agencies or courts changed, or what the impact of such changes, if any, may be.

FDA Review, Clearance and Approval Process

In the US, an Investigational New Drug application (“IND”) or BLA is required for nearly all new drugs or biologics entering clinical trials. The IND or BLA comprises three sections: chemistry and manufacturing controls (“CMC”), clinical study design, and nonclinical studies. The nonclinical studies section mainly concerns safety and toxicity in animals using the clinically intended route of administration and a product very similar, if not identical, to that which will be used in the clinic. This section typically includes a description of efficacy studies in relevant disease models. The CMC section pertains to manufacturing processes and quality control systems for ensuring consistency and the absence of potentially deleterious agents in the final product. Each of the sections of the IND or BLA must provide reviewers with a sufficient amount of detail to determine the potential safety of any product before allowing evaluation in humans.

The regulatory route for licensure of an eventual product based on MSCs will likely require a BLA as opposed to a New Drug Application (“NDA”), the latter which generally pertains to drugs of well-defined composition. Within the FDA there are two centers responsible for oversight and approval of new drugs, The Center for Biologics Evaluation and Research (“CBER”) and the Center for Drug Evaluation and Research (“CDER”). Jurisdictional oversight of biologics generally falls to CBER: with important exceptions for less complex entities, such as monoclonal antibodies and recombinant proteins. Therefore, the complexity of MSCs whether wholly or partially fractioned, likely will place it under the review of CBER.

Clinical Trials

The first step, a preclinical phase, is to find a promising agent, which involves taking advantage of the advances made in understanding a disease, pharmacology, computer science, and chemistry. Breaking down a disease process into its components can provide clues for targeting drug development. For example, if an enzyme is determined to be a key component of a disease process, a researcher might seek ways to inhibit this enzyme. Advances in basic science might help by ascertaining the active enzyme site. Numerous compounds might be synthesized and tested before a promising agent emerges. Computer modeling often helps select what compounds might be the most promising.

The next step before attempting a clinical trial in humans is to test the drug in living animals, usually rodents. The FDA requires that certain animal tests be conducted before humans are exposed to a new molecular entity. The objectives of early in vivo testing are to demonstrate the safety of the proposed medication. For example, tests should prove that the compound does not cause chromosomal damage and is not toxic at the doses that would most likely be effective. The results of these tests are used to support the IND or BLA application that is filed with the FDA. The IND application includes chemical and manufacturing data, animal test results, including pharmacology and safety data, the rationale for testing a new compound in humans, strategies for protection of human volunteers, and a plan for clinical testing. If the FDA is satisfied with the documentation, the stage is set for phase 1 clinical trials.

Phase 1 studies focus on the safety and pharmacology of a compound. During this stage low doses of a compound are administered to a small group of healthy volunteers who are closely supervised. In cases of severe or life-threatening illnesses, volunteers with the disease may be used. Generally, 20 to 100 volunteers are enrolled in a phase 1 trial. These studies usually start with very low doses, which are gradually increased. On average, about two thirds of phase 1 compounds will be found safe enough to progress to phase 2.

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Phase 2 studies examine the effectiveness of a compound. To avoid unnecessarily exposing a human volunteer to a potentially harmful substance, studies are based on an analysis of the fewest volunteers needed to provide sufficient statistical power to determine efficacy. Typically, phase 2 studies involve 100 to 300 patients who suffer from the condition the new drug is intended to treat. During phase 2 studies, researchers seek to determine the effective dose, the method of delivery (e.g., oral or intravenous), and the dosing interval, as well as to reconfirm product safety. Patients in this stage are monitored carefully and assessed continuously. A substantial number of these drug trials are discontinued during phase 2 studies. Some drugs turn out to be ineffective, while others have safety problems or intolerable side effects.

Phase 3 trials are the final step before seeking FDA approval. During phase 3, researchers try to confirm previous findings in a larger population. These studies usually last from 2 to 10 years and involve thousands of patients across multiple sites. These studies are used to demonstrate further safety and effectiveness and to determine the best dosage. Despite the intense scrutiny a product receives before undergoing expensive and extensive phase 3 testing, approximately 10% of medications fail in phase 3 trials.

If a drug or biologic survives the clinical trials, an NDA or BLA is submitted to the FDA. An NDA or BLA contains all the preclinical and clinical information obtained during the testing phase. The application contains information on the chemical makeup and manufacturing process, pharmacology and toxicity of the compound, human pharmacokinetics, results of the clinical trials, and proposed labeling. An NDA can include experience with the product from outside the United States as well as external studies related to the drug.

After receiving an NDA or BLA, the FDA completes an independent review and makes its recommendations. The Prescription Drug User Fee Act of 1992 (“PDUFA”) was designed to help shorten the review time. This Act allowed the agency to collect user fees from pharmaceutical companies as financial support to enhance the review process. The 1992 act specifies that the FDA reviews a standard drug or biologic application within 12 months and a priority application within 6 months. The FDA does not always meet its PDUFA goal dates for standard and priority NDAs or BLAs, and the review process may be extended by FDA requests for additional information or clarification. Application for drugs or biologics similar to those on the market are considered standard, whereas priority applications represent drugs or biologics offering important advances in addition to existing treatments. If during the review the FDA staff feels there is a need for additional information or corrections, they will make a written request to the applicant. During the review process it is not unusual for the FDA to interact with the applicant staff.

Once the review is complete, the NDA or BLA might be approved or rejected. If the drug or biologic is not approved, the applicant is given the reasons why and what information could be provided to make the application acceptable. Sometimes the FDA makes a tentative approval recommendation, requesting that a minor deficiency or labeling issue be corrected before final approval. Once a drug or biologic is approved, it can be marketed.

Some approvals contain conditions that must be met after initial marketing, such as conducting additional clinical studies. For example, the FDA might request a post-marketing, or phase 4, study to examine the risks and benefits of the new drug or biologic in a different population or to conduct special monitoring in a high-risk population. Alternatively, a phase 4 study might be initiated by the sponsor to assess such issues as the longer-term effects of exposure, to optimize the dose for marketing, to evaluate the effects in pediatric patients, or to examine the effectiveness of the drug or biologic for additional indications. Post-marketing surveillance is important, because even the most well-designed phase 3 studies might not uncover every problem that could become apparent once a product is widely used. Furthermore, the new product might be more widely used by groups that might not have been well studied in the clinical trials, such as elderly patients. A crucial element in this process is that physicians report any untoward complications. The FDA has set up a medical reporting program called Medwatch to track serious adverse events. The manufacturer must report adverse reactions at quarterly intervals for the first 3 years after approval including a special report for any serious and unexpected adverse reactions.

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Employees

Our two executive officers, Jonah Meer and Ido Merfeld, who are our sole executive officers and directors, are responsible for the day-to-day operations of our company. Dr. Liat Hammer continues to serve as our Director of Research on an as-needed basis to assist in our development goals. We currently outsource all professional services to third parties.

Research and Development

Research and development costs were $462,459 for the year ended December 31, 2023 and $194,406 for the year ended December 31, 2022, respectively.

Item 1A. Risk Factors

As a smaller reporting company, we are not required to provide the information required by this Item.

For risks relating to our operations, see “Risk Factors” contained in our prospectus filed with the S-1 on January 14, 2022.

Item 1B. Unresolved Staff Comments

Not applicable.

Item 1C. Cybersecurity

Risk management and strategy.

We recognize the importance of developing, implementing, and maintaining robust cybersecurity measures to protect our information systems and protect the confidentiality, integrity, and availability of our data. Presently our information systems are limited to databases maintained by third parties. As a result we have established limited policies and procedures to assess, identify, and manage material risk from cybersecurity threats. We assess risks from cybersecurity threats against our third-party information systems that may result in adverse effects on our information systems or any information residing therein. We conduct periodic and ad-hoc assessments to identify cybersecurity threats. Presently we do not believe there are any material threats to our systems.

Following these risk assessments, if needed, we evaluate whether and/or how to re-design, implement, and maintain reasonable safeguards to mitigate identified risks and reasonably address any identified gaps in existing safeguards. We do not yet have an IT manager given our limited exposure to risks, and therefore the review of our limited systems is undertaken by our Chief Executive Officer (CEO) to manage the risk assessment and mitigation process. When applicable to our corporate structure and when we believe exposure to risks within our systems exceeds the current limited levels of exposure, we will monitor and test our safeguards and train our employees on the implementation of such safeguards, in collaboration with human resources, IT, and management, as available. We aim to promote a company-wide culture of cybersecurity risk management as we grow in size.

Risks from Cybersecurity Threats

We have not encountered cybersecurity challenges that have materially impaired our operations or financial standing during the financial year ended December 31, 2023.

Governance

Our board of directors, also acting as our audit committee, is responsible for monitoring and assessing strategic risk exposure. Our board of directors administers its cybersecurity risk oversight function directly as a whole. Our CEO is responsible for assessing and managing our material risks from cybersecurity threats and conducts this assessment on a regular basis, or at least once per year.

Item 2. Properties

The Company’s principal executive office is located at 28-10 Jackson Avenue #26N, Long Island City, New York 11101in space currently provided by the Company’s Chief Executive Officer at no cost. The Company believes that this space is adequate for its current needs.

Item 3. Legal Proceedings

There are no pending legal proceedings to which we are a party or in which any director, officer or affiliate of ours, any owner of record or beneficially of more than 5% of any class of our voting securities, or security holder is a party adverse to us or has a material interest adverse to us.

Item 4. Mine Safety Disclosures

Not applicable.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our shares of common stock are quoted on the OTCQB under the symbol “QRON”. Such quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.

The last reported sales price of our common stock on the OTCQB on April 10, 2024 was $0.1855.

Holders

As of April 10, 2024, there were 37 stockholders of record of our common stock.

Dividends

The Company has never paid dividends on its common stock and does not anticipate that it will pay dividends in the foreseeable future. It intends to use any future earnings for the expansion of its business. Any future determination of applicable dividends will be made at the discretion of the board of directors and will depend on the results of operations, financial condition, capital requirements and other factors deemed relevant.

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Securities Authorized for Issuance under Equity Compensation Plans

The following table provides information regarding our equity compensation plans as of December 31, 2022:

Equity Compensation Plan Information

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights			Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved by security holders		-			-		-

Equity compensation plans not approved by security holders (1)		4,783,333	(2)	$	1.69		-

_____________

(1) On December 14, 2016, the Board adopted the Plan as described in Item 10 of this Annual Report on Form 10-K. 10,000,000 shares are reserved for issuance under the Plan.

(2) Represents (i) five-year options granted to each of Jonah Meer and Ido Merfeld to purchase an aggregate of 1,300,000 shares of common stock at $2.00 per share ( (iii) five-year options to purchase an aggregate of 750,000 shares of common stock at $2.00 per share to Liat Hammer our Director of Research and Development, and (iv) three-year options to purchase an aggregate of 33,333 shares and five-year options to purchase an aggregate of 50,000 shares of common stock at $2.00 per share, to Motti Ratmansky, a Science Advisor, (v) five- year options to purchase an aggregate of 800,000 shares of common stock at $1.00 per share to Bengamin Sreni and Michael Albeck in consideration for transferring background IP to the Company (vi) five-year options to purchase an aggregate of 150,000 shares of common stock at $0.50 per share to Benjamin Sredni , a Science Advisor (vii) five-year options to purchase an aggregate of 150,000 shares of common stock at $0.50 per share to Michael Albeck, a Science Advisor (viii) five-year options to purchase an aggregate of 50,000 shares of common stock at $1.00 per share to Avichai Isaschar, a Business Advisor (ix) ) five-year options to purchase an aggregate of 50,000 shares of common stock at $1.00 per share to Hananel Levy a Business Advisor (x) ) five-year options to purchase an aggregate of 100,000 shares of common stock at $0.50 per share to Shir Navon Venezia, a Science Advisor (xi) five-year options to purchase an aggregate of 50,000 shares of common stock at $2.00 per share to Paul Kaye a Science Advisor as set forth in Note 9 to the financial statements under Item 8 of this Annual Report on Form 10-K.

Recent Sales of Unregistered Securities

Except as set forth below, there were no sales of equity securities during the period covered by this Report that were not registered under the Securities Act and were not previously reported in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K filed by the Company.

On November 20, 2023 the Company issued 60,000 shares of restricted common stock to Pavel Hilman, pursuant to an Advisory Board Agreement valued at fair market value or $0.278 per share.

On November 1, 2023, the Company granted five -year options to purchase an aggregate of 50,000 shares of its common stock at an exercise price of $2.00 per share, to Paul Kaye for serving as a Scientific Advisor to the Company. 16,667 of such shares subject to the option are immediately exercisable and expire on November 1, 2026, 16,667 shares vest on November 1, 2024, and expire on November 1, 2027 and 16,666 shares vest on November 1, 2025 and expire on November 1, 2028.

On October 1, 2023, we granted a five-year option to purchase 50,000 shares of common stock, at an exercise price of $2.00 per share, to Motti Ratmanski for serving as a Science Advisor to the Company

On October 1, 2023, the Company granted five -year options to purchase an aggregate of 100,000 shares of its common stock at an exercise price of $0.50 per share, to Shiri Navon Venezia for serving as a Science Advisor to the Company. 33,334 of such shares subject to the option are immediately exercisable and expire on October 1, 2026, 33,333 shares vest on October 1, 2024, and expire on October 1, 2027 and 33,333 shares vest on October 1, 2025 and expire on October 1, 2028.

The above issuances did not involve any underwriters, underwriting discounts or commissions, or any public offering and we believe is exempt from the registration requirements of the Securities Act of 1933 by virtue of Section 4(2) thereof.

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Item 6. Selected Financial Data

As a smaller reporting company, we are not required to provide the information required by this Item.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes appearing in this Annual Report. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Forward-looking statements represent our management’s beliefs and assumptions only as of the date of this Annual Report. Actual future results may be materially different from what we expect. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made, except as required by federal securities and any other applicable law.

The management’s discussion and analysis of our financial condition and results of operations are based upon our audited financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

The following discussion and analysis of financial condition and results of operations of the Company is based upon, and should be read in conjunction with, the audited financial statements and related notes elsewhere in this Annual Report on Form 10-K.

Plan of Operations

diseases Our search is focused on researchers based.

We have not generated any revenue from the sale of products.

Results of Operations

Revenue

We have not generated any revenue since our inception and do not expect to generate any revenue from the sale of products in the near future.

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Operating Expenses

For the years ended December 31, 2023 and 2022 we had the following operating expenses:

	For the Year ended December 31,
	2023		2022
Operating expenses:
Research and development expenses	$	462,459	$	194,406
Professional fees		70,946		70,199
General and administrative expenses		110,272		365,024
Total operating expenses	$	643,677	$	629,629

Total operating expenses for the year ended December 31, 2023 were $643,677 as compared to $629,629 for the year ended December 31, 2022. During the year ended December 31, 2023, the Company incurred $462,459 of research and development expenses which included service fees related to certain research and development agreements of $465,345, software fees of $4,877, a refund of previously accrued technology licensing fees of $8,333 and purchases of expendable lab supplies and equipment of $570, as compared to $194,406 of research and development expenses which included service fees related to certain research and development agreements of $160,210, software fees of $8,677, technology licensing fees of $25,000 and purchases of expendable lab supplies and equipment of $519 incurred during the year ended December 31, 2022. The Company incurred general and administrative expenses of $110,272 for the year ended December 31, 2023 compared to general and administrative expenses of $365,024 for the year ended December 31, 2022. The decrease in general and administrative expense from $365,024 in the year ended December 31, 2022 to $110,272 for the year ended December 31, 2023 was primarily due to a decrease in stock-based compensation costs of $320,420 related to the issuance of stock options to our officers and certain advisors, compared to $62,491 in stock-based compensation to consultants and advisors in the year ended December 31, 2022. Professional fees were $70,946 for the year ended December 31, 2023 compared to professional fees of $70,199 in the year ended December 31, 2022.

Other Income (Expense)

Other expenses were $145,670 in the year ended December 31, 2023, which included a loss of $6,149 as a result of the change in value of derivative liabilities, a loss upon extinguishment of debt of $33,932 and interest expense of $105,589, which is comprised of accretion of convertible notes of $35,091, financing costs of $38,000 and interest on convertible notes of $32,498. Other expenses were $103,888 in the year ended December 31, 2022, which included a gain of $31,766 consisting of a gain of $54,559 as a result of the change in value of derivative liabilities due to the amendment and revaluation of a convertible note payable offset by the associated loss upon extinguishment of debt of $22,793 and interest expense of $135,654, which is comprised of accretion of convertible notes of $56,196 and interest on convertible notes of $79,458.

Net Loss

We had a net loss of $789,347 in the year ended December 31, 2023 compared to a net loss of $733,517 in the year ended December 31, 2022. The increase to the reported loss in the current year end is primarily due to a decrease in general and administrative expenses, an increase in research and development expenses and changes to other expenses as a result of a loss from extinguishment of debt and a change in the value of our derivative liabilities.

Statement of Cash Flows

The following table summarizes our cash flows for the period presented:

	For the Year ended December 31,
	2023			2022
Net cash used by operating activities	$	(68,649	)	$	(104,496	)
Net cash provided from (used by) investing activities		-			-
Net cash provided from financing activities		66,000			72,500
Decrease in cash and cash equivalents	$	(2,649	)	$	(31,996	)

During the year ended December 31, 2023 we used cash of $2,649 as compared to the year ended December 31, 2022, where we used cash of $31,996.

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Cash Used in Operating Activities

Cash used in operating activities for the year ended December 31, 2023 was $68,649 as compared to $104,496 used in the year ended December 31, 2022.

Cash used in operating activities for the year ended December 31, 2023 was the result of net loss of $789,347, offset by non-cash items including compensation in the form of stock options for research and development of $465,345, stock options granted for consulting and advisory services of $45,811, stock award of $16,680, loss on debt extinguishment of $33,932, non-cash interest expense of $38,000, accretion of debt discount of $35,091, change in derivative liabilities of $6,149 and increases to our operating assets and liabilities of $1,550.

Cash used in operating activities for the year ended December 31, 2022 was the result of net loss of $733,517, offset by non-cash items including compensation in the form of stock options for research and development of $160,210, stock options granted for management and advisory services of $320,420, accretion of debt discount of $56,196, a gain from the change in derivative liabilities and extinguishment of debt of $31,766, non-cash interest expenses of $62,100 and changes to our operating assets and liabilities of $61,861.

Cash Provided by Investing Activities

There was no cash provided by investing activities for the years ended December 31, 2023 and 2022.

Cash Provided by Financing Activities

During the year ended December 31, 2023, financing activities provided cash of $66,000 as a result of related party advances for ongoing operations.

During the year ended December 31, 2022, financing activities provided cash of $72,500 as a result of related party advances for ongoing operations.

Liquidity and Capital Resources

As of December 31, 2023, we had cash of $420. We are in the early stage of development and have experienced net losses to date and have not generated revenue from operations which raises substantial doubt about our ability to continue as a going concern. There are a number of conditions that we must satisfy before we will be able to commercialize potential products and generate revenue, including identifying and establishing strategic partners and technologies for the successful development of product candidates, which includes clinical trials, FDA approval, demonstration of effectiveness sufficient to generate commercial orders by customers and licensing or acquiring intellectual property, as well as effective marketing and sales capabilities for our product. We do not currently have sufficient resources to accomplish any of these conditions necessary for us to generate revenue and expect to incur increasing operating expenses. We will require substantial additional funds for operations, the service of debt and to fund our business objectives. There can be no assurance that financing, whether debt or equity, will always be available to us in the amount required at any particular time or for any particular period or, if available, that it can be obtained on terms favorable to us. If additional funds are raised by the issuance of equity securities, such as through the issuance and exercise of warrants, then existing stockholders will experience dilution of their ownership interest. If additional funds are raised by the issuance of debt or other equity instruments, we may be subject to certain limitations in our operations, and issuance of such securities may have rights senior to those of the then existing stockholders. We currently have no agreements, arrangements or understandings with any person or entity to obtain funds through bank loans, lines of credit or any other sources.

We continue exploring sources of debt and equity financing as well as available grants. We are currently exploring and are in discussions for potential strategic alternatives in the biotechnology field which could advance our MSCs and neurodegenerative research. There can be no assurance the necessary financing will be available or that a suitable strategic partner will be identified. In such event, we may explore relationships with third parties to develop or commercialize products or technologies that we have not previously sought to develop or commercialize, decide to exit our existing business, cease operations altogether or pursue an acquisition of our company. At present, the Company relies on loans and advances from officers and shareholders to continue operations which raises substantial doubt about our ability to continue as a going concern.

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Quick Capital Financing

On June 15, 2021, the Company entered into a note purchase agreement with Quick Capital, LLC, a Wyoming limited liability company (“Quick Capital”), pursuant to which the Company issued Quick Capital a twelve-month convertible promissory note in the principal amount of $115,000 (the “Note”) for a $100,000 investment, which included an original issuance discount of 10% and a $3,500 credit for Quick Capital’s legal and transaction costs. In connection with the Note issuance, Quick Capital was also issued a five-year warrant (the “Warrant”) to purchase up to an aggregate of 115,000 shares of the Company’s common stock at an exercise price of $1.00 per share (the “Warrant Shares”). If there is no effective registration statement covering the Warrant Shares, Quick Capital may exercise the Warrant on a cashless basis. The Note is convertible into shares of common stock at a conversion price of $0.50 per share. The Note may not be converted, and the Warrant may not be exercised if after giving effect to such conversion or exercise, as the case may be, Quick Capital and its affiliates would beneficially own more than 4.99% of the outstanding common stock of the Company. For twelve months following the issuance of the Quick Note, Quick Capital will have the right of first refusal to participate in future financings proposed to the Company on the same terms and participation rights to purchase up to $115,000 of securities in other offerings. The conversion price of the Note will be reduced if the Company issues common stock or grants derivative securities for consideration at a price less than the conversion price to the amount of the consideration of such dilutive issuance. The Note contains certain restrictive covenants limiting the Company’s ability to make distributions or dividends, repurchase its securities, incur debt, sell assets, make loans, or engage in exchange offers. If an event of default (as described in the Note) occurs, the Note will become immediately due and payable in an amount equal to 150% of the then outstanding principal amount of the Note plus any interest or amounts owing to Quick Capital. Quick Capital is entitled to the same terms of future financings of the Company that are more favorable than the terms of the Quick Note.

The Note and accrued interest totaling $124,200 was not repaid on maturity, constituting an event of default increasing the repayment value of the note to an amount equal to 150% of the balance outstanding or $186,300. On December 7, 2022, the Company and Quick Capital amended the Note to extend the maturity date thereof to June 15, 2023 and amended the Warrant maturity date to June 15, 2027, Further Quick Capital agreed to reduce the outstanding balance of the note from $186,300 to $150,000 in consideration for the issuance of 150,000 shares of unregistered, restricted common stock valued at $76,350. The unpaid balance of the Note continues to accrue interest at 8% per annum.

As of June 15, 2023, the Note and accrued interest totaling $162,000 was not repaid on maturity, constituting an event of default increasing the repayment value of the note to an amount equal to 150% of the principal balance and accrued interest outstanding, or $243,000. On June 15, 2023, the Company and Quick Capital amended the Note to extend the maturity date thereof to June 15, 2024, and amended the Warrant maturity date to June 15, 2028. Further Quick Capital agreed to reduce the outstanding balance of the Note from $243,000 to $200,000 in consideration for the issuance of 150,000 shares of unregistered, restricted common stock valued at $52,500. The unpaid balance of the Note continues to accrue interest at 8% per annum.

Offering

The Company filed a registration statement on Form S-1 with the SEC on January 11, 2022, to offer and sell up to 2,500,000 shares of common stock in a self-underwritten primary offering at a fixed price of $0.70 per share which was declared effective on January 11, 2022. To date, no shares have been sold and there can be no assurance that the Company will be successful in selling any of the shares being offered.

Going Concern

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, does not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. Our report from our independent registered public accounting firm for the fiscal year ended December 31, 2023 includes an explanatory paragraph stating the Company has recurring losses and limited operations which raise substantial doubt about its ability to continue as a going concern. If the Company is unable to obtain adequate capital. the Company may be required to reduce the scope, delay, or eliminate some or all of its planned operations. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

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Off Balance Sheet Arrangements

We currently have no off-balance sheet arrangements.

Critical Accounting Policies

The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments which are based on historical experience and on various other factors that are believed to be reasonable under the circumstances. The results of their evaluation form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions and circumstances. Our significant accounting policies are more fully discussed in the Notes to our Financial Statements.

Research and Development Costs: The Company charges research and development costs to expense when incurred in accordance with FASB ASC 730, Research and Development. Research and development costs were $462,459 for the year ended December 31, 2023. Research and development costs were $194,406 for the year ended December 31, 2022.

Stock Based Compensation and Other Share-Based Payments: The Company records stock-based compensation in accordance with ASC 718, Compensation - Stock Compensation, using the fair value method of the award on grant date. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the equity instruments issued. The expense attributable to the Company’s directors is recognized over the period the amounts are earned and vested, and the expense attributable to the Company’s non-employees is recognized when vested.

Warrants: The Company accounts for common stock warrants in accordance with applicable accounting guidance provided in ASC 815 Derivatives and Hedging, as either derivative liabilities or as equity instruments depending on the specific terms of the warrant agreement. For warrants classified as equity instruments the Company applies the Black Scholes model and expenses the fair value as financing costs. For warrants classified as derivative financial instruments the Company applies the Monte Carlo model to value the warrants.

Recent Accounting Pronouncements

Recent accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”), (including its EITF, the AICPA and the SEC), did not or are not believed by management to have a material effect on the Company’s present or future financial statements.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

As a smaller reporting company, we are not required to provide the information required by this Item.

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Item 8. Financial statements and Supplemental Data

Qrons Inc.

Index to Financial Statements

		Page
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 6580)		F-1
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 6117)		F-2
Balance Sheets as of December 31, 2023 and 2022		F-3
Statements of Operations for the years ended December 31, 2023 and 2022		F-4
Statements of Changes in Stockholders’ Deficit for the years ended December 31, 2023 and 2022		F-5
Statements of Cash Flows for the years ended December 31, 2023 and 2022		F-6
Notes to Financial Statements		F-7

Table of Contents

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders

Qrons, Inc.

Long Island City, New York

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Qrons, Inc. (the Company) as of December 31, 2023, and the related statement of operations, changes in stockholders’ deficit, and cash flows for the year then ended, and the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Consideration of the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provide a reasonable basis for our opinion.

Green Growth CPAS

April 15, 2024

We have served as the Company’s auditor since 2023.

Los Angeles, California

PCAOB ID Number 6580

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

Qrons Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Qrons Inc. (the Company) as of December 31, 2022, and the related statements of operations, stockholders’ deficit, and cash flows for the year then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

/s/ Heaton & Company, PLLC

We have served as the Company’s auditor since 2016.

Heaton & Company, PLLC

Farmington, Utah

March 31, 2023

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QRONS INC.

BALANCE SHEETS

	December 31, 2023			December 31, 2022

ASSETS
Current assets
Cash and cash equivalents	$	420		$	3,069
Total current assets		420			3,069

TOTAL ASSETS	$	420		$	3,069

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities
Accounts payable and accrued liabilities	$	155,357		$	128,285
Accounts payable and accrued liabilities – related party		83,291			42,671
Demand loans, related party		85,873			85,873
Advances from related party		424,500			358,500
Unsecured short-term advances		100,000			100,000
Convertible notes, net of debt discount		185,974			208,247
Derivative liabilities		288,720			358,775
Total current liabilities		1,323,715			1,282,351

Long term liabilities
Convertible notes, net of discount		80,000			-
Derivative liabilities		84,998			-
Total long term liabilities		164,998			-

Total liabilities		1,488,713			1,282,351

Stockholders’ deficit
Series A Preferred stock: $0.001 par value; 10,000 shares authorized; 2,000 shares issued and outstanding		2			2
Common stock, $0.0001 par value: 100,000,000 shares authorized; 13,649,789 and 13,439,789 shares issued and outstanding as of December 31, 2023 and 2022, respectively		1,365			1,344
Additional paid-in capital		8,834,631			8,254,316
Accumulated deficit		(10,324,291	)		(9,534,944	)
Total stockholders’ deficit		(1,488,293	)		(1,279,282	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	420		$	3,069

The accompanying notes are an integral part of these audited financial statements.

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QRONS INC.

STATEMENTS OF OPERATIONS

	For the Years Ended December 31,
	2023			2022

Net sales	$	-		$	-

Operating expenses:
Research and development expenses		462,459			194,406
Professional fees		70,946			70,199
General and administrative expenses		110,272			365,024
Total operating expenses		643,677			629,629

Loss from operations		(643,677	)		(629,629	)

Other income (expense)
Loss on extinguishment of debt		(33,932	)		-
Interest expense		(105,589	)		(135,654	)
Change in derivative liabilities		(6,149	)		31,766
Total other income (expense)		(145,670	)		(103,888	)

Net loss	$	(789,347	)	$	(733,517	)

Net loss per common shares (basic and diluted)	$	(0.06	)	$	(0.06	)

Weighted average shares outstanding
(basic and diluted)		13,528,310			13,299,652

The accompanying notes are an integral part of these audited financial statements.

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QRONS INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

Years ended December 31, 2023 and 2022

									Additional					Total
	Series A Preferred				Common Stock				Paid-in		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance, December 31, 2021		2,000	$	2		13,289,789	$	1,329	$	7,697,351	$	(8,801,427	)	$	(1,102,745	)
Issuance of common stock to noteholder						150,000		15		76,335					76,350
Stock options granted to officers										320,420					320,420
Stock options granted to non-employees as research and development costs										160,210					160,210
Net loss for the year												(733,517	)		(733,517	)
Balance, December 31, 2022		2,000	$	2		13,439,789	$	1,344	$	8,254,316	$	(9,534,944	)	$	(1,279,282	)
Issuance of common stock for note amendment						150,000		15		52,485					52,500
Stock award						60,000		6		16,674					16,680
Stock options granted to non-employees as consulting fees										45,811					45,811
Stock options granted to non-employees as research and development costs										465,345					465,345
Net loss for the year												(789,347	)		(789,347	)
Balance, December 31, 2023		2,000	$	2		13,649,789	$	1,365	$	8,834,631	$	(10,324,291	)	$	(1,488,293	)

The accompanying notes are an integral part of these audited financial statements.

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QRONS INC.

STATEMENTS OF CASH FLOWS

	For the Years Ended December 31,
	2023			2022
Cash Flows From Operating Activities
Net loss	$	(789,347	)	$	(733,517	)
Adjustments to reconcile net loss to net cash used by operating activities:
Stock options issued for research and development expense		465,345			160,210
Stock options issued for consulting services		45,811			-
Stock options granted for officer compensation		-			320,420
Stock award		16,680			-
Loss on debt extinguishment		33,932			-
Non cash interest expense		38,000			62,100
Accretion of debt discount		35,091			56,196
Change in derivative liabilities		6,149			(31,766	)
Changes in operating assets and liabilities:
Increase accounts payable and accrued liabilities		39,070			46,509
Increase accounts payable and accrued liabilities - related party		40,620			15,352
Net cash used by operating activities		(68,649	)		(104,496	)

Cash Flows From Investing Activities
Net cash provided from (used by) investing activities		-			-

Cash Flows From Financing Activities
Proceeds from related party advances		66,000			72,500
Net cash provided from financing activities		66,000			72,500

Decrease in cash and cash equivalents		(2,649	)		(31,996	)

Cash at beginning of year		3,069			35,065
Cash at end of period	$	420		$	3,069

SUPPLEMENTAL DISCLOSURES
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-

SUPPLEMENTAL NON-CASH FINANCING ACTIVITIES
Common stock issued under amended note	$	52,500		$	76,350
Debt discount from amended convertible note	$	29,461		$	24,634
Accrued interest payable modified to Note amended	$	12,000		$	9,200
Convertible notes – related party modified to 6% promissory note	$	-		$	25,000
Accrued interest payable – related party modified to 6% promissory note	$	-		$	10,873
Derivative liability associated with warrants	$	2,012		$	15,416

The accompanying notes are an integral part of these audited financial statements.

F-6

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QRONS INC.

NOTES TO AUDITED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

Note 1 – Description of Business and Basis of Presentation

Organization and Nature of Business:

Qrons Inc. (“Qrons” or the “Company”) was incorporated under the laws of the State of Wyoming on August 22, 2016 under the name BioLabMart Inc. and changed its name to Qrons Inc., effective August 8, 2017.

The Company’s common stock was approved by the Financial Industry Regulatory Authority (“FINRA”) for quotation on the OTC pink sheets under the symbol “BLMB” as of July 3, 2017. FINRA announced the Company’s name change to Qrons Inc. on August 9, 2017. The new name and symbol change to “QRON” for the OTC Market was effective August 10, 2017. The Company’s common stock commenced trading on the OTCQB Venture Market on August 12, 2019.

The Company is an innovative biotechnology company dedicated to developing biotech products, treatments and technologies to combat neuronal and infectious diseases with a focus on antibiotic resistant bacteria, which is becoming the most prominent and rapidly growing worldwide cause of illness and death. Our approach is to seek to engage in strategic arrangements with companies, universities and, scientists that are developing unique know how and intellectual properties in the fields of, stem cells, antibiotic resistant drug development and tissue engineering, for deployment in the fight against neuronal and infectious diseases. Our search is focused on researchers based in Israel, a country which is world-renowned for biotech innovations and where our researchers are based.

The Company’s principal executive office is located at 28-10 Jackson Avenue, Long Island City, #26N, New York 11101.

Note 2 – Summary of Significant Accounting Policies

Financial Statements: The audited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Fiscal year end: The Company has selected December 31 as its fiscal year end.

Use of Estimates: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported therein. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be based upon amounts that differ from these estimates.

Cash Equivalents: The Company considers all highly liquid investments with original maturities of 90 days or less to be cash equivalents.

Advertising and Marketing Costs: Advertising and marketing costs are expensed as incurred. The Company incurred no advertising and marketing costs during the years ended December 31, 2023 and 2022.

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Related Parties: For the purposes of these financial statements, parties are considered to be related if one party has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Company and the party are subject to common control or common significant influence. Related parties may be individuals or other entities.

Fair Value of Financial Instruments

ASC 820, Fair Value Measurements, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Unobservable inputs that are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation.

If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level of input that is significant to the fair value measurement of the instrument.

The following table provides a summary of the fair value of the Company’s derivative liabilities as of December 31, 2023 and 2022:

	Fair value measurements on a recurring basis
	Level 1		Level 2		Level 3
As of December 31, 2023:
Liabilities
Derivative liabilities	$	-	$	-	$	373,718

As of December 31, 2022:
Liabilities
Derivative liabilities	$	-	$	-	$	358,775

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Income taxes: The Company has adopted ASC 740, Income Taxes, which requires the use of the asset and liability method of accounting for income taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Basic and Diluted Loss Per Share: In accordance with ASC 260, Earnings Per Share, the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common stock outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if the potential common stock had been issued and if the additional shares of common stock were dilutive.

Potential common stock consists of the incremental common stock issuable upon the exercise of common stock warrants (using the if-converted method), convertible notes, classes of shares with conversion features, and stock awards and stock options.

The table below reflects the potentially dilutive securities outstanding during each reporting period:

	December 31, 2023		December 31, 2022
Research warrants at 3% of issued and outstanding shares		409,494		403,194
Convertible notes		846,009		460,000
Series A preferred shares		700		700
Stock options vested		3,883,336		4,328,332
Stock options not yet vested		899,997		-
Stock purchase warrants		295,000		295,000
Total		6,334,536		5,487,226

Recently Issued Accounting Pronouncements

Adopted

In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. ASU 2020-06 changes how entities account for convertible instruments and contracts in an entity’s own equity and simplifies the accounting for convertible instruments by removing certain separation models for convertible instruments. ASU 2020-06 also modifies the guidance on diluted earnings per share calculations. The Company elected to adopt this guidance in the year ended December 31, 2022. There was no material effect on the Company’s operations, financial position or cash flows as a result of the adoption.

There were various accounting standards and interpretations issued recently, none of which are expected to have a material effect on the Company’s operations, financial position or cash flows.

Note 3 – Going Concern

The Company has experienced net losses to date and has not generated revenues from operations. The Company raised proceeds totaling $72,500 in unsecured advances from related parties in the year ended December 31, 2022 and a further $66,000 in unsecured advances from related parties during the current year ended December 31, 2023. Currently, the Company does not have significant cash or other material assets, nor does it have operations or a source of revenue sufficient to cover its operating costs and allow it to continue as a going concern. The Company’s officers or principal shareholders are committed to making advances or loans to pay for ongoing operational costs. The Company expects it will require additional capital to fully implement the scope of its proposed business operations, which also raises substantial doubt about its ability to continue as a going concern. The Company will have to continue to rely on equity and debt financing, and continued support from its officers and directors. There can be no assurance that financing, whether debt or equity, will be available to the Company in the amount required at any particular time or for any particular period or, if available, that it can be obtained on favorable terms. In addition, if the Company is unable to obtain adequate financing from the capital markets, the Company may be required to reduce the scope, delay, or eliminate some or all of its planned operations.

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The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amount and classification of liabilities that might cause results from this uncertainty.

Note 4 – Convertible Note – Related Party and Derivative Liabilities

On September 1, 2016, the Company entered into a convertible debenture agreement with Decagon LLC, doing business as CubeSquare, LLC (“CubeSquare”), of which the Company’s Chief Executive Officer is the managing partner and its President is a 25% owner of CubeSquare. The Company received proceeds of $10,000 during fiscal 2016 (“Note 1”). Note 1 bears interest at 8% per annum and was due on September 1, 2017. Interest accrues from September 1, 2016 and is payable on maturity. Interest is payable, at the lender’s option, in cash or common stock. Any portion of the loan and unpaid interest is convertible at any time at the option of CubeSquare into shares of common stock of the Company at a conversion price of the greater of (i) $0.0625 per share if the Company’s shares are not trading on a public market and; (ii) in the event the Company’s shares are listed for trading on a public market, the conversion price shall be equal to a 50% discount to the average of the five lowest trading prices during the previous twenty trading days prior to the date of the notice of conversion from the lender.

On September 29, 2017, the Company and CubeSquare amended Note 1 to extend the maturity date from September 1, 2017 to September 1, 2018; on September 9, 2018, the Company further amended Note 1 to extend the maturity date to September 1, 2019; on November 6, 2019, the Company further amended Note 1 to extend the maturity date to September 1, 2020; on October 30, 2020, the Company further amended Note 1 to extend the maturity date to September 1, 2021; and on October 7, 2021, the Company further amended Note 1 to extend the maturity date to September 1, 2022 under the same terms and conditions.

On September 27, 2017, the Company entered into a second convertible debenture agreement with CubeSquare under which the Company received proceeds of $15,000 (Note 2). Note 2 bears interest at 8% per annum and was due on September 27, 2018. Interest accrues from September 27, 2017 and is payable on maturity. Any portion of the principal and unpaid interest under the note is convertible at any time at the option of CubeSquare into shares of common stock of the Company at a conversion price equal to a 50% discount to the average of the five lowest trading prices during the previous twenty trading days prior to the date of the notice of conversion from CubeSquare. On September 9, 2018, Note 2 was amended to extend the maturity date to September 27, 2019. On November 6, 2019, Note 2 was amended to extend the maturity date to September 27, 2020; on October 30, 2020 Note 2 was amended to extend the maturity date to September 27, 2021; and further on October 7, 2021 Note 2 was amended to extend the maturity date to September 27, 2022.

On September 27, 2022 the Board and the noteholder agreed to cancel the two convertible notes and in full satisfaction of such outstanding debt to issue a new 6% non-convertible promissory note to CubeSquare in the principal amount of $35,873 (the “New Note”), representing the aggregate principal amount of $25,000 and the aggregate amount of any and all accrued interest in the amount of $10,873 as of September 27, 2022.

The Company analyzed the amendment to Note 1 and Note 2 under ASC 815-10-15-83 and concluded that the conversion feature within these two convertible Notes meet the definition of a derivative. The Company estimated the fair value of the derivative at each report date using the Black-Scholes valuation model to value the derivative liability related to the variable conversion rate. There is no derivative liability associated with the New Note given the absence of a conversion feature.

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The carrying value of these convertible notes is as follows:

	December 31 2023		December 31, 2022
Face value of certain convertible notes	$	-	$	25,000
Convertible notes extinguished		-		(25,000	)
Carrying value	$	-	$	-

Interest expenses associated with the convertible notes are as follows:

For Years Ended

December 31,

2023

2022

Interest on the convertible notes

1,424

As of December 31, 2023 and December 31, 2022, the unpaid interest balance under accounts payable and accrued liabilities – related party was $0.

As a result of the application of ASC 815, the fair value of the derivative liability associated with the conversion feature is summarized as follows:

Balance at December 31, 2020	$	61,682
Change in fair value		11,417
Balance at December 31, 2021		73,099
Change in fair value		(73,099	)
Balance at December 31, 2022	$	-

The fair value at the commitment and re-measurement dates for the Company’s derivative liabilities were based upon the following management assumptions as of September 27, 2022 and December 31, 2021 and the commitment date:

	Commitment Date			December 31, 2021			September 27, 2022
Expected dividends		0			0			0
Expected volatility		101%-103	%		181%-182	%		101%~56	%
Expected term		0.92 - 1 year			0.67 - 0.74 year			0 year
Risk free interest rate		1.33	%		1.06	%		2.22	%

Note 5 – Convertible Note and Derivative Liabilities

(1) 8% Convertible notes with warrants issued in December 2019 and February 2020

In December 2019, we issued and sold in a private offering 8% convertible notes in the aggregate principal amount of $70,000. Such notes were due on December 31, 2021 and are convertible into shares of our common stock at a conversion price for each share of common stock equal to the lesser of: (a) $0.50; (b) the lowest price at which the Company has converted any convertible security of the Company (to the holder or to any third party) within 30 trading days prior to the date of delivery of the applicable notice of conversion; and (c) so long as lower than (a) or (b), such other price as the Company and the holder may agree. In connection with the 8% convertible note issuance, we issued warrants to purchase an aggregate of 70,000 shares of common stock at an exercise price of $1.00. The Company extended the maturity date of the notes to December 2022 upon initial maturity, and further extended the maturity date to December 2023 and subsequently, December 2025 under the same terms and conditions. The balance owing on the note is reflected on the Company’s balance sheets as a long term liability.

On February 19, 2020 we issued and sold in a private offering an 8% convertible note in the principal amount of $10,000. The note is due on February 19, 2022 and is convertible into shares of common stock at a conversion price per share equal to the lesser of: (a) $0.50; (b) the lowest price at which the Company has converted any convertible security of the Company within 30 trading days prior to the date of delivery of the applicable notice of conversion; or (c) such other price as the Company and the holder may agree. In connection with the 8% convertible note issuance, we issued warrants to purchase an aggregate of 10,000 shares of common stock at an exercise price of $1.00. The Company extended the maturity date to February 2023 upon initial maturity, and further extended the maturity date to February 2024 and subsequently, February 2026 under the same terms and conditions. The balance owing on the note is reflected on the Company’s balance sheets as a long-term liability.

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The carrying value of these convertible notes is as follows:

December 31,

2023

December 31,

2022

Face value of certain convertible notes, long term

80,000

Carrying value, long term

80,000

Interest expenses associated with the convertible notes are as follows:

	Years Ended
	December 31,
	2023		2022
Amortization on debt discount	$	-	$	541
Interest on the convertible notes		6,400		6,400
Total	$	6,400	$	6,941

As of December 31, 2023 and December 31, 2022, the unpaid interest balance under accounts payable and accrued liabilities was $25,669 and $19,269, respectively.

The convertible notes qualify for derivative accounting and bifurcation under ASC 815. As of December 31, 2023 and December 31, 2022, the fair value of the derivative liability associated with the conversion feature is summarized as follows:

Balance at December 31, 2021	$	157,490
Change in fair value		(100,457	)
Balance at December 31, 2022		57,033
Change in fair value		27,965
Balance at December 31, 2023	$	84,998

At December 31, 2023, as a result of the extension to the maturity dates the derivative liability is reflected in long-term liabilities. The fair value at the commitment and re-measurement dates for the Company’s derivative liabilities were based upon the following management assumptions as of December 31, 2023 and December 31, 2022 and the commitment date:

	Commitment Date			December 31, 2022			December 31, 2023
Expected dividends		0			0			0
Expected volatility		154%-173	%		194.20%-201.98	%		170.40%-224.62	%
Expected term		2.10 years			1.08 - 1.22 years			2.08 – 2.22 years
Risk free interest rate		1.42-1.65	%		4.41	%		4.23	%

(2) 8% Convertible note with warrants issued on June 15, 2021

On June 15, 2021, the Company entered into a note purchase agreement with Quick Capital, LLC (“Quick Capital”) pursuant to which the Company issued a twelve-month convertible promissory note in the principal amount of $115,000 for a $100,000 investment (the “Quick Note”), which included an original issuance discount of 10% and a $3,500 credit for legal and transaction costs. In connection with the Quick Note issuance, Quick Capital was also issued a five-year warrant (the “Quick Warrant”) to purchase up to an aggregate of 115,000 shares of the Company’s common stock at an exercise price of $1.00 per share (the “Quick Warrant Shares”) subject to adjustments for dilutive issuances at lower prices.

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The Quick Note is convertible into shares of common stock at a conversion price of $0.50 per share. If delivery of the conversion shares is not timely made, the Company is obligated to pay Quick Capital $2,000 for each day that the delivery is late as liquidated damages. The conversion price of the Quick Note will be reduced if the Company issues common stock or grants derivative securities for consideration at a price less than the conversion price to the amount of the consideration of such dilutive issuance. The Quick Note may not be prepaid.

The Company is subject to significant cash penalties if the Company defaults on the Quick Note or in the event shares are not issued in a timely manner when a notice of conversion is provided. If an event of default occurs, the Quick Note will become immediately due and payable in an amount equal to 150% of the then outstanding principal amount of the Quick Note plus any interest or amounts owing to Quick Capital. The default provisions are based on the type of default and include a penalty of 50% of the principal plus accrued interest due (the “Default Sum”) and a parity value of the Default Sum based on the effective conversion of the Quick Note on the date of payment of the default and the maximum stock value during the period between the default date and the payment date.

As of June 15, 2022, the Note and accrued interest totaling $124,200 was not repaid on maturity, constituting an event of default increasing the repayment value of the note to an amount equal to 150% of the principal balance and accrued interest outstanding, or $186,300. On December 7, 2022, the Company and Quick Capital amended the Note to extend the maturity date thereof to June 15, 2023, and amended the Warrant maturity date to June 15, 2027. Further Quick Capital agreed to reduce the outstanding balance of the Note from $186,300 to $150,000 in consideration for the issuance of 150,000 shares of unregistered, restricted common stock valued at $76,350.

The unpaid balance of the Note continues to accrue interest at 8% per annum.

The Company valued the embedded default derivative liability of the Quick Note and the Quick Warrant liability, including the full ratchet reset feature, using Monte Carlo models.

The fair value of the Quick Note and Quick Warrant embedded default derivatives liability has been valued as of December 31, 2023 and December 31, 2022.

The carrying value of the Quick Note is as follows:

	December 31, 2023			December 31, 2022
Face value of Quick Note	$	200,000		$	150,000
Less: unamortized discount		(14,024	)		(21,753	)
Carrying value	$	185,976		$	128,247

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Interest expenses associated with the conversion feature are as follows:

	Years ended
	December 31,
	2023		2022
Amortization of debt discount	$	35,091	$	55,655
Default interest		38,000		62,100
Interest on the convertible notes		19,934		4,973
Total	$	93,025	$	122,728

As of December 31, 2023 and December 31, 2022, the unpaid interest balance under accounts payable and accrued liabilities was $8,723 and $789, respectively.

The loss related to extinguishment on June 15, 2023 is as follows:

150,000 common stock issued	$	52,500
Extinguish derivative liability – convertible note		(22,679	)
Unamortized debt discount		2,099
Derivative Liability associated with warrants		2,012
Loss on extinguishment of debt upon amended	$	33,932

As a result of the application of ASC 815 as of December 31, 2023 and December 31, 2022, the fair value of the derivative liability associated with the conversion feature is summarized as follows:

Balance at December 31, 2022	$	301,742
Extinguish – convertible note associated with amended		(22,679	)
Debt discount, day one, amended convertible note payable		29,461
Derivative Liability associated with warrants		2,012
Change in fair value – convertible note		10,766
Change in fair value – warrants		(32,582	)
Balance at December 31, 2023	$	288,720

The fair value at the commitment and re-measurement dates for the Company’s derivative liabilities were based upon the following management assumptions as of June 15, 2023, December 31, 2023 and December 31, 2022 and the commitment date:

Convertible note:	Commitment Date			December 31, 2022			December 31, 2023			June 15, 2023
Expected dividends		0			0			0			0
Expected volatility		307.10	%		119.70	%		176.9	%		95.60	%
Expected term	1 year			0.45 years			0.46 year			1 year
Risk free interest rate		0.18	%		4.37	%		4.78	%		4.83	%

Warrants:	Commitment Date			December 31, 2022			December 31, 2023			June 15, 2023
Expected dividends		0			0			0			0
Expected volatility		201.70	%		219.10	%		210.80	%		207.50	%
Expected term	5 years			4.45 years			4.46 years			5.00 years
Risk free interest rate		0.65	%		4.27	%		4.53	%		4.53	%

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Note 6 – Unsecured Short-Term Advance from Third Party

On June 20, 2019, the Company received $100,000 from a third party in the form of an unsecured, demand, non-interest-bearing, short-term advance to meet its operating needs. The advance remains outstanding at December 31, 2023 and 2022.

Note 7 – Related Party Transactions

(1) Demand Loan from related party

On May 1, 2019, the Company issued a promissory note (the “Note”) to CubeSquare in the principal amount of $50,000. The Company’s Chief Executive Officer is the managing partner and the Company’s President is a 25% owner of CubeSquare. The Note bears interest at the rate of 8% per annum and is due and payable by the Company upon demand from CubeSquare. The Company recorded interest expenses of $4,011 and $4,000 for the years ended December 31, 2023 and 2022.

On September 27, 2022 the Board and the related party noteholder agreed to cancel two convertible notes issued to Cubesquare and in full satisfaction of such outstanding debt to issue a new 6% promissory note (Ref: Note 4) in the principal amount of $35,873, representing the aggregate principal amount of $25,000 and the aggregate amount of any and all accrued interest in the amount of $10,873 as of September 27, 2022. The Company recorded interest expenses of $2,152 and $560 for the years ended December 31, 2023 and 2022.

As of December 31, 2023 and December 31, 2022, the unpaid interest balance under accounts payable and accrued liabilities – related party in respect of the aforementioned notes was $21,397 and $15,234, respectively.

(2) Advances from Related Parties

During the year ended December 31, 2019, the Company received $135,000 from Jonah Meer, its Chief Executive Officer, in the form of an unsecured, demand, non-interest-bearing, short-term advance to help meet its operating needs. During the year ended December 31, 2020, the Company received an additional $70,000 from Jonah Meer. An additional $72,500 in advances was received from Mr. Meer during the year ended December 31, 2022. An additional $61,000 in advances was received from Mr. Meer during the year ended December 31, 2023. Mr. Meer is owed $338,500 and $277,500 in respect to these advances at December 31, 2023 and December 31, 2022, respectively.

On August 20, 2019, the Company received $50,000 from Ido Merfeld, its President, in the form of an unsecured, demand, non-interest-bearing, short-term advance to help meet its operating needs. During the year ended December 31, 2020, the Company received an additional $21,000 from Ido Merfeld. During the year ended December 31, 2023, the Company received an additional $5,000 from Ido Merfeld. Mr. Merfeld is owed $76,000 and $71,000 in respect to these advances at December 31, 2023 and December 31, 2022, respectively.

During the year ended December 31, 2020, the Company received $10,000 from CubeSquare in the form of an unsecured, demand, non-interest-bearing, short-term advance to help meet its operating needs which amount is outstanding as of December 31, 2023 and December 31, 2022.

(3) Others

Jonah Meer, the Company’s Chief Executive Officer, made payments of $33,860 to various vendors during the year ended December 31, 2023. The balance payable to Mr. Meer of $60,129 and $26,268 is reflected in accounts payable, related party as of December 31, 2023 and December 31, 2022, respectively.

Ido Merfeld, the Company’s President, made payments to various vendors in the aggregate amount of $596 during the year ended December 31, 2023. The balance payable to Mr. Merfeld of $1,765 and $1,169 is reflected in accounts payable, related party as of December 31, 2023 and 2022.

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Note 8 – Intellectual Property License Agreement and Sponsored Research Agreement

Dartmouth College – Intellectual Property License Agreement

On October 2, 2019, the Company entered into an intellectual property license agreement (the “Intellectual Property License Agreement”) pursuant to which Dartmouth granted the Company an exclusive world-wide license under the patent application entitled “Mechanically Interlocked Molecules-based Materials for 3D Printing” in the field of human and animal health and certain additional patent rights to use and commercialize licensed products and services. The license grant includes the right of the Company to sublicense to third parties subject to the terms of the Agreement.

The Agreement provided for: (i) a $25,000 license issue fee; (ii) an annual license maintenance fee of $25,000, until the first commercial sale of a licensed product or service; (iii) an earned royalty of 2% of net sales of licensed products and services by the Company or a sublicensee; (iv) 15% of consideration received by the Company under a sublicense; and (v) beginning in the first calendar year after the first commercial sale, an annual minimum royalty payment of $500,000, $1,000,000 in the second calendar year, and $2,000,000 in the third calendar year and each year thereafter. The Company will also reimburse Dartmouth for all patent preparation, filing, maintenance and defense costs.

Under the Agreement, the Company was required to diligently proceed with the development, manufacture and sale of licensed products and licensed services, including funding at least $1,000,000 of research in each calendar year beginning in 2019 and ending with the first commercial sale of a licensed product; filing an IND/BLA (or equivalent) with the FDA or a comparable European regulatory agency before the four-year anniversary and make the first commercial sale of a licensed product before the twelve-year anniversary of the effective date of the Agreement and achieve annual net sales of at least $50,000,000 by 2033. If the Company failed to perform any of these obligations, Dartmouth has the option to terminate the Agreement or change the exclusive license to a nonexclusive license.

As the Company failed to fulfill its requirements under the Agreement Dartmouth declared the Company in default in August 2023, and terminated the license.

As of December 31, 2023, the Company is indebted to Dartmouth for $50,000 of unpaid annual license fees and $4,877 of unpaid reimbursable patent maintenance costs.

The Company’s sponsored research agreement, pursuant to which the Company funded research conducted by Dartmouth of mutual interest to the parties terminated by its terms in July 2020.

Note 9 –License Agreement Term Sheet and Advisory Board Member Consulting Agreement

On July 17, 2023, the Company entered into a License Agreement Term Sheet (the “Agreement”) with Professors Benjamin Sredni and Michael Albeck (the “Professors”) and Dr. Ido Merfeld (“Merfeld), the Company’s President and co-Founder.

Under the Agreement the Professors, inventors of certain patents, applications, processes and who possess certain related know-how particularly as to AS101 Tellurium based compounds, (the “Background IP”) agreed to license the Background IP to Qrons.

Merfeld is the inventor of certain patents and possesses certain related know-how particularly as to Pseudopolyrotaxanes and Cyclodextrins, all owned by the Company (“Qrons IP”).

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The Tellurium Research will be allowed to expand to include other indications as progress warrants and agreed by the parties. The Professors and Merfeld as co-inventors will enter into a new patent filing for treating sepsis with certain Tellurium based compounds independently and in combination with Cyclodextrins, to be known as the “New Patent”. The New Patent will be assigned to Qrons, subject to Qrons rights under the Agreement.

As part of the Tellurium Research program the Professors will join Qrons’ Scientific Advisory Board.

All new intellectual properties and/or Know-how discovered and/or generated by The Tellurium Research (“Forward IP”) will be the sole property of Qrons. All the Background IP will remain to be the sole property of the Professors until an Exit Event occurs.

All additional patents developed, invented or otherwise during the course of the Tellurium Research will be filed, prosecuted, and maintained by Qrons.

As consideration for joining the Scientific Advisory Board, The Professors each received a grant of 150,000 common stock options exercisable at $0.50 with one-third (1/3) being immediately exercisable, and an additional one-third (1/3) exercisable on each of the first- and second-year anniversary dates of the Agreement. Each option shall have a 3-year term for which to exercise the option.

Adv. Avichai Isaschar and Hananel Levy will join the Company’s Business Advisory Board and as consideration each received a grant of 50,000 common stock options exercisable at $1.00 each with one-third (1/3) being immediately exercisable, and an additional one-third (1/3) exercisable on each of the first- and second-year anniversary dates of the Agreement. Each option shall have a 3-year term for which to exercise the option.

In consideration of the Background IP, Qrons issued to the Professors, to be held as directed by them a total of 800,000 common stock options to purchase shares of Qrons common stock at an exercise price of $1.00 per share, fifty percent (50%) which shall be exercisable on the date of execution of the Agreement and the balance exercisable 1 year from the date of the Agreement. Should the Professors request to receive back the rights to the New Patent “all un-exercised options immediately expire.”

In consideration of licensing the Background IP, Qrons shall pay the Professors an earned Royalty of 2% (1% each) Net Sales of any Tellurium based transactions, anywhere in the World and pay to the Professors fifteen percent (15%) of all Sublicense Consideration received by Qrons and each Affiliate under a Sublicense.

In the case of a Qrons Exit Event (as defined in the Agreement) the Professors shall transfer full ownership of the Background IP to Qrons and in exchange receive two percent (2%) (1% each) of any consideration received by Qrons as part of such Exit Event.

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On October 1, 2023, the Company entered into an Advisory Board Member Consulting Agreement (the “Agreement”) with Shiri Navon-Venezia (“Venezia”) whereunder Venezia shall provide advisory and consulting services to the Company as part of the Company’s Scientific Advisory Board. As consideration for the services, Venezia has been granted 100,000 three-year stock options at an exercise price of $0.50 per share of which 33,334 stock options shall vest immediately, 33,333 stock options vest on the one-year anniversary date of the Agreement and the remaining 33,333 stock options vest on the two-year anniversary date of the Agreement, provided Venezia is still providing services to the Company.

On October 1, 2023, the Company entered into an Advisory Board Member Consulting Agreement (the “Agreement”) with Dr. Motti Ratmansky (“Ratmansky”) whereunder Ratmansky shall continue to provide advisory and consulting services to the Company as part of the Company’s Scientific Advisory Board. As consideration for the services Ratmansky has been granted a five (5) year fully vested stock option to purchase 50,000 shares of the Company’s common stock at an exercise price of $2.00 per share.

On November 1, 2023, the Company entered into an Advisory Board Member Consulting Agreement (the “Agreement”) with Dr. Paul Kaye (“Kaye”) whereunder Kaye shall provide advisory and consulting services to the Company as part of the Company’s Scientific Advisory Board. As consideration for the services Kaye has been granted 50,000 three-year stock options at an exercise price of $2.00 per share of which 16,666 vest immediately, 16,667 stock options vest on the one-year anniversary date of the Agreement and the remaining 16,667 stock options vest on the two-year anniversary date of the Agreement, provided Kaye is still providing services to the Company.

Note 10 – Stock Plan

2016 Stock Option and Stock Award

On December 14, 2016, the Board adopted the Company’s 2016 Stock Option and Stock Award Plan (the “Plan”). The Plan provides for the award of stock options (incentive and non-qualified), stock awards and stock appreciation rights to officers, directors, employees and consultants who provide services to the Company. The terms of awards under the Plan are made by the Board. The Company has reserved 10 million shares for issuance under the Plan.

(a) Stock Options granted to Science Advisors, Business Advisors, Professors and employees

On December 22, 2022, the Board granted a five-year option to purchase 325,000 shares of common stock to a scientific advisor. The options have an exercise price of $2.00 per share, are immediately exercisable and were expensed on issue date.

During the year ended December 31, 2022, various fully vested three-year stock options to purchase 145,000 shares of common stock of the Company previously granted to science advisors and employees expired unexercised.

On July 17, 2023, under the License Agreement Term Sheet (ref: Note 9) the Board awarded Professors the following three-year stock options: (i) an immediately exercisable option to purchase 266,668 shares of common stock at an exercise price of $1.00 per share, (ii) an option to purchase 266,666 shares of common stock exercisable on July 15, 2024 at an exercise price of $1.00 per share and (iii) an option to purchase 266,666 shares of common stock exercisable on July 15, 2025 at an exercise price of $1.00 per share, provided the advisors are still providing services to the Company.

On July 17, 2023, under the License Agreement Term Sheet (ref: Note 9) the Board awarded its Science Advisors the following three-year stock options: (i) an immediately exercisable option to purchase 100,000 shares of common stock at an exercise price of $0.50 per share, (ii) an option to purchase 100,000 shares of common stock exercisable on July 15, 2024 at an exercise price of $0.50 per share and (iii) an option to purchase 100,000 shares of common stock exercisable on July 15, 2025 at an exercise price of $0.50 per share, provided the advisors are still providing services to the Company.

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On July 17, 2023, under the License Agreement Term Sheet (ref: Note 9) the Board awarded its Businesses Advisors the following three-year stock options: (i) an immediately exercisable option to purchase 33,334 shares of common stock at an exercise price of $1.00 per share, (ii) an option to purchase 33,334 shares of common stock exercisable on July 15, 2024 at an exercise price of $1.00 per share and (iii) an option to purchase 33,332 shares of common stock exercisable on July 15, 2025 at an exercise price of $1.00 per share, provided the advisors are still providing services to the Company.

During the year ended December 31, 2023, various fully vested three-year stock options to purchase 294,999 shares of common stock of the Company previously granted to science advisors and employees expired unexercised.

The fair value of new option award during the year ended December 31, 2023 above is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions at the measurement date(s):

	Measurement date
Dividend yield		0	%
Expected volatility		229.85%~231	%
Risk-free interest rate		4.34	%
Expected life (years)		3
Stock Price	$	0.298 ~ 0.40
Exercise Price	$	0.50 ~ 2.00

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(a) Stock Options granted to Science Advisors, Business Advisors, Professors and employees The following table is the recognized compensation in respect of the above stock option compensation, which amounts have been allocated as below:

	Years Ended December 31,
	2023		2022

Research and development expenses	$	465,345	$	160,210
General and administrative expenses		62,491		320,420
Total	$	527,836	$	480,630

As of December 31, 2023 and 2022, total unrecognized compensation remaining to be recognized in future periods totaled $220,916 and $0, respectively. Details of outstanding options for employees, professors, scientific advisors and business advisors at December 31, 2023 are below:

	Grant date	Vested		Unvested		Exercise price		Expiry
Scientific Advisors	12/17/19		33,333		-	$	2.00	12/17/24
	12/10/20		100,000		-	$	2.00	12/10/25
	12//22/21		325,000		-	$	2.00	12/22/26
	12/22/22		325,000		-	$	2.00	12/22/27
	07/17/23		50,000		-	$	0.50	07/17/26
	07/17/23		50,000		50,000	$	0.50	07/17/27
	07/17/23		50,000		50,000	$	0.50	07/17/28
	07/17/23		50,000		-	$	0.50	07/17/26
	07/17/23		50,000		50,000	$	0.50	07/17/27
	07/17/23		50,000		50,000	$	0.50	07/17/28

Business Advisors	07/17/23		16,667		-	$	1.00	07/17/26
	07/17/23		16,667		16,667	$	1.00	07/17/27
	07/17/23		16,666		16,666	$	1.00	07/17/28
	07/17/23		16,667		-	$	1.00	07/17/26
	07/17/23		16,667		16,667	$	1.00	07/17/27
	07/17/23		16,666		16,666	$	1.00	07/17/28

Professors	07/17/23		133,334		-	$	1.00	07/17/26
	07/17/23		133,333		133,333	$	1.00	07/17/27
	07/17/23		133,333		133,333	$	1.00	07/17/28
	07/17/23		133,334		-	$	1.00	07/17/26
	07/17/23		133,333		133,333	$	1.00	07/17/27
	07/17/23		133,333		133,333	$	1.00	07/17/28

Professors	10/01/23		50,000		-	$	2.00	10/01/28

Professors	10/01/23		33,334		-	$	0.50	10/01/26
	10/01/23		33,333		33,333	$	0.50	10/01/27
	10/01/23		33,333		33,333	$	0.50	10/01/28

Professors	11/01/23		16,667		-	$	2.00	11/01/26
	11/01/23		16,667		16,667	$	2.00	11/01/27
	11/01/23		16,666		16,666	$	2.00	11/01/28

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(b) Stock Options granted to Officers:

On December 4, 2022, certain five-year stock options to purchase 600,000 shares of common stock of the Company previously granted to officers expired unexercised.

On December 22, 2022, the Board granted five-year options to purchase 325,000 shares of common stock to each of its two officers. The options have an exercise price of $2.00 per share, are immediately exercisable and were expensed on issue date.

During the year ended December 31, 2023 certain five-year stock options to purchase 650,000 shares of common stock of the Company previously granted to officers expired unexercised.

Following are the details of stock options granted to our officers at December 31, 2023:

Name	Grant date	Exercisable		Exercise price		Expiry
Jonah Meer	12/17/19		325,000	$	2.00	12/17/24
	12/10/20		325,000	$	2.00	12/10/25
	12/22/21		325,000	$	2.00	12/22/26
	12/22/22		325,000	$	2.00	12/22/27

Ido Merfeld	12/17/19		325,000	$	2.00	12/17/24
	12/10/20		325,000	$	2.00	12/10/25
	12/22/21		325,000	$	2.00	12/22/26
	12/22/22		325,000	$	2.00	12/22/27

As of December 31, 2023 and 2022 there was no unrecognized compensation with respect to the aforementioned stock options remaining to be recognized in future periods.

A summary of the activity for the Company’s stock options at December 31, 2023 and 2022, is as follows:

	December 31, 2023							December 31, 2022
				Weighted Average Exercise		Weighted Average Remaining Contractual Life					Weighted Average Exercise		Weighted Average Remaining Contractual Life
	Shares			Price		(in years)		Shares			Price		(in years)
Outstanding, beginning of period		4,328,332		$	2		3.03		4,098,332		$	2		3.08
Granted		1,400,000		$	0.88		-		975,000		$	2		-
Exercised		-		$	-		-		-		$	-		-
Canceled/forfeited		(944,999	)	$	2		-		(745,000	)	$	2		-
Outstanding, end of period		4,783,333		$	1.69		2.91		4,328,332		$	2		3.03
Options exercisable, end of period		3,883,336		$	1.87		2.64		4,328,332		$	2		3.03
Weighted average fair value of options granted				$	1.75						$	2

Note 11 – Capital Stock

Authorized:

The Company has authorized 100,000,000 shares of common stock, par value $0.0001, and 10,000 shares of preferred stock which is designated as Series A Preferred Stock, par value $0.001.

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Series A Preferred Stock:

The Series A Preferred Stock is redeemable at the option of the Company at any time, in whole or in part, upon 10 trading days prior notice, at a price of $1.00 per share plus 4% per annum from the date of issuance (the “Stated Value”). The holders of the Series A Preferred Stock are entitled to a liquidation preference equal to the Stated Value, prior to the holders of other preferred stock or common stock. The holders of the Series A Preferred Stock have the right to convert such stock into common stock at a conversion rate equal to the Stated Value as of the conversion date divided by the average closing price of the common stock for the five previous trading days. The Company is required to reserve sufficient number of shares for the conversion of the Series A Preferred Stock. The holders of Class A Preferred Stock shall vote together as a single class with the holders of the Company’s common stock and the holders of any other class or series of shares entitled to vote with the common stock, with the holders of Class A Preferred Stock being entitled to 66 2/3% of the total votes on all such matters, regardless of the actual number of shares of Class A Preferred Stock then outstanding.

There were 2,000 shares of Series A Preferred Stock issued and outstanding as of December 31, 2023 and December 31, 2022.

Common Stock

In June 2023, the Company issued 150,000 shares of its common stock to Quick Capital LLC with a value of $52,500 related to a loan amendment (Note 5).

In November 2023, the Company issued 60,000 restricted common shares for advisory services. The shares were valued at fair market value on the date of issuance for a total of $16,680 or $0.278 per share.

There were 13,649,789 and 13,439,789 shares of common stock issued and outstanding as of December 31, 2023 and 2022, respectively.

Common Stock Purchase Warrants

As of December 31, 2023 and 2022, the following common stock purchase warrants were outstanding:

	Warrants		Weighted Average Exercise Price
Outstanding – December 31, 2021		295,000	$	1.00
Granted		-		-
Canceled/forfeited		-		-
Exercised		-		-
Outstanding – December 31, 2022		295,000		1.00
Granted		-		-
Canceled/forfeited		-		-
Exercised		-		-
Outstanding – December 31, 2023		295,000	$	1.00

On June 15, 2021, the Company granted a convertible noteholder a warrant to purchase 115,000 shares of common stock at an exercise price of $1.00, subject to adjustments for full ratchet resets for dilutive issuances at lower prices. (See Note 5(2) above.)

Note 12 – Subsequent Events

On January 5, 2024 the Company and the holders of various convertible notes with maturity dates in December 2023 and February 2024, respectively (ref: Note 5(1) above) each agreed to extend the terms of their respective notes by a term of 2 years.

The Company and Dartmouth agreed in February 2024 to add Professor Chenfeng Ke and Qianming Lin, both formerly of Dartmouth as co-inventors of the patent entitled Techniques for Promoting Neuronal Recovery and to add Dartmouth as co-owner of the patent together with Qrons.

The Company has evaluated events for the period through the date of the issuance of these financial statements and determined that there are no additional events requiring disclosure.

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

On November 2, 2023, the Company engaged and executed an agreement with GreenGrowth CPAs (“GreenGrowth”), as the Company’s new independent accountant to replace Pinnacle.

During the fiscal years ended December 31, 2022 and 2021, and through November 2, 2023, the Company had no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) with Pinnacle on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Pinnacle would have caused Pinnacle to make reference thereto in connection with its report.

During the fiscal years ended December 31, 2022 and 2021, and through November 2, 2023, the Company did not experience any reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K), except that management of the Company discussed with Pinnacle the continued existence of material weaknesses in the Company’s internal control over financial reporting.

During the Company’s fiscal years ended December 31, 2022 and 2021, and through November 2, 2023, neither the Company nor anyone on the Company’s behalf consulted with Pinnacle regarding any of the following:

(i)	either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that Pinnacle concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or

(ii)	any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, as of December 31, 2023, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based on this evaluation, our principal executive officer and principal financial officer have concluded that, based on the material weaknesses discussed below, our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed by us in reports filed or submitted under the Securities Exchange Act were recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and that our disclosure controls are not effectively designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

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Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during our fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Annual Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Rules 13a-15(f) under the Securities Exchange Act of 1934, internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principal executive, principal operating and principal financial officers, or persons performing similar functions, and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management, including our principal executive officer and principal financial officer, assessed the effectiveness of our internal control over financial reporting at December 31, 2023. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013). Based on that assessment under those criteria, management has determined that, as of December 31, 2023, our internal control over financial reporting was not effective.

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Our internal controls are not effective for the following reasons: (i) there is an inadequate segregation of duties consistent with control objectives as management is comprised of only two persons, one of which is the Company’s principal executive officer and principal financial officer and, (ii) the Company does not have an audit committee with a financial expert, and thus the Company lacks the board oversight role within the financial reporting process.

In order to mitigate the foregoing material weaknesses, we have engaged an outside accounting consultant with significant experience in the preparation of financial statements in conformity with GAAP to assist us in the preparation of our financial statements to ensure that these financial statements are prepared in conformity with GAAP. We will continue to monitor the effectiveness of this action and make any changes that our management deems appropriate.

We would need to hire additional staff to provide greater segregation of duties. Currently, it is not feasible to hire additional staff to obtain optimal segregation of duties. Management will continue to reassess this matter to determine whether improvement in segregation of duty is feasible. In addition, we would need to expand our board to include independent members.

Going forward, we intend to evaluate our processes and procedures and, where practicable and resources permit, implement changes in order to have more effective controls over financial reporting.

This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the exemption provided to issuers that are not “large accelerated filers” nor “accelerated filers” under the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Item 9B. Other Information.

None.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance.

The following table sets forth the names, ages and positions of our current board members and executive officers:

Name	Age	Position(s)

Jonah Meer	67	Chief Executive Officer, Chief Financial Officer, Secretary and Director
Ido Merfeld	58	President and Director

Our directors are elected for a term of one year and serve until such director’s successor is duly elected and qualified. Each executive officer serves at the pleasure of the Board.

The Company has no nominating, audit or compensation committees. The entire Board participates in the nomination and audit oversight processes and considers executive and director compensation. Given the size of the Company and its stage of development, the entire Board is involved in such decision-making processes. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our executive officers or directors.

Jonah Meer, Chief Executive Officer, Chief Financial Officer, Secretary and a Director

Mr. Meer has served as our Chief Executive Officer, Chief Financial Officer, Secretary and a Director since the formation of the Company on September 22, 2016. Mr. Meer is an attorney, accountant and entrepreneur. His career started in 1979 and has been spent both in the financial services industry and in the investment world. He has held many executive and fiduciary roles with numerous private and public companies and entities, including as Chief Operating Officer of a U.S. broker dealer. Separately he has served on numerous public and private company boards of directors. Since 1998 he has been CEO of jTrade Global LLC (formerly known as jBroker Global Inc.), a software marketing company. In 2005 he was appointed by the Equity Committee to serve as a Bankruptcy Trustee in the Southern District of New York to wind down a complex liquidating trust, which was finally terminated in 2015. Mr. Meer has founded private investment companies investing in special situations and alternative investments, including most recently Decagon LLC, a Florida limited liability company, doing business as CubeSquare LLC, a Florida limited liability company (“CubeSquare”) which invests in special situations and alternative investments involving public and pre-public companies. CubeSquare does not have a controlling interest in any public company and is not registered as an investment advisor. In 2020 he was appointed to the board of Metro One Telecommunications, now a reporting company which he resigned from in January 2024. Mr. Meer received his Master of Law degree from New York University, in addition to holding juris doctor and accounting degrees. As a co-founder and Chief Executive Officer, Mr. Meer is involved with the Company’s day-to-day operations, which led to his appointment to the Board.

Dr. Ido Merfeld, President and a Director

Dr. . Merfeld has served as our President and a Director since the formation of the Company on September 22, 2016. In October 1991, Dr. Merfeld co-founded Ivory Software Systems based in Tel Aviv Israel, a start-up company specializing in servicing the financial services industry both in Israel and abroad (“Ivory”). Ivory developed and maintains software, infrastructure and products that allow large financial institutions to trade in the global securities markets on a real time basis. In the last 10 years, he has also been involved in the establishment of several start-up companies. . In 2014 Dr. Merfeld, resigned as CEO of Ivory to become its Chairman. Dr. Merfeld received his PhD . in molecular biology and Neuroscience from Ariel. In September 2021, Mr. Merfeld joined the Board of Directors of Ariel University and in 2022 was appointed Chairman of Ariel Scientific Innovation Ltd, the University’s technology transfer division, from which he resigned from Chairman in September 2023. Dr. Merfeld previously received his B.A. in Computer Science, Statistics & Economics from Bar-Ilan University in Israel. As a co-founder and President, Dr. Merfeld’s management and business experience and his involvement with the Company’s day-to-day operations led to his appointment to the Board.

Board of Advisors

The Company has a Board of Advisors which currently consists of the following members.

Scientific Advisors

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Dr. Motti Ratmansky

Dr. Ratmansky is Senior Pain Specialist at Tel Hashomer Hospital in Israel, the largest and most comprehensive medical center in the Middle East. He was formerly Resident MD in physical medicine & rehabilitation at Lowenstein Rehabilitation Hospital, the largest and leading rehabilitation center in Israel. Dr. Ratmansky is a former head of the Israeli national instruction unit for combat medics and medical field units, supervising and training combat medics.

Professor Benjamin Sredni is Head of the Cancer, AIDS and Immunology Research Institute at the Life Sciences Faculty, Bar-Ilan University. He served as the Dean of the Faculty of Exact Sciences as well as the Dean of Advanced Studies at Bar-Ilan, and the Chief Scientist of the Health Ministry in Israel. Professor Sredni is one of the main inventors of AS101 and SAS. His scientific work has produced more than 200 publications in prestigious journals such as Nature and Science.

Professor Michael Albeck is an organic and bioorganic chemist and co-inventor of tellurium-based compounds. He is a past Rector, President of Bar Ilan University, past member of the board of Teva Pharmaceuticals as well as holding many scientific duties outside the University. Professor Albeck has published over 120 scientific publications and patents.

Professor Shiri Navon-Venezia is Professor of Microbiology, Head of Bacterial Pathogens & Antibiotic Resistance Lab in Ariel University. Her areas of expertise are Pathogenesis of multidrug resistant bacteria, molecular mechanisms of antibiotic resistance, genetic elements and their role in bacterial resistance and pathogenesis, and novel antibacterial drug development. Professor Venezia is a board member of the Israel Society of Microbiology (ISM) and a member of the American Society of Microbiology (ASM).

Paul Kaye, PhD is a patent attorney with an intense interest in science, technology, and the R&D journey. He received his PhD in immunology from University College London, after which he worked at an Israeli biomedical company. In 2011 he entered the field of intellectual property law, enjoying a decade at one of the foremost firms in Israel. Dr. Kaye is now the Principal at IPK, from where he serves clients as diverse as solo inventors and multinational corporations.

Business Advisor

Pavel Hilman is Chairman of HIG Capital AG, a Swiss holding company, Mr. Hilman has extensive experience in the financial industry and private venture investments in the areas of bio-tech, agri-tech, med-tech, nano-tech and IT. Mr. Hilman currently serves on various executive and advisory Boards and supervisory committees of private and public corporations in the United Kingdom, USA, Switzerland, Israel, Luxemburg, Poland, Russian Federation and the Ukraine. On November 20, 2023 the Company entered into a new agreement with Mr. Hilman for a term of one year, which is automatically renewable for two additional one year terms unless cancelled sooner. In connection therewith the Company awarded Mr. Hilman with 60,000 shares of its common stock.

Avichai Isaschar is an associate attorney at Arnon Tadmor Levy, a leading Israeli law firm. He specializes in the field of commercial litigation. Avichai deals with civil claims including civil litigation, real estate disputes, contract law, corporate matters, securities regulations, consumer claims, class actions, and aviation law. He received his law degree from Bar Ilan University in Israel.

Hananel levy is doing his legal internship at Arnon Tadmor Levy, a leading Israeli law firm. He specializes in the international High-tech department. representing both Israeli and international clients, including venture capital funds, start-ups, and strategic investors in various matters, with an emphasis on mergers and acquisitions, private equity financing, venture lending, project financing and commercial transactions He received his law degree from Reichman University in Israel.

Involvement in legal proceedings

There are no legal proceedings that have occurred within the past ten years concerning our directors, or control persons which involved a criminal conviction, a criminal proceeding, an administrative or civil proceeding limiting one’s participation in the securities or banking industries, or a finding of securities or commodities law violations.

Family relationships

There are no family relationships among any of our officers or directors.

Committees of the Board of Directors

The Company does not have an audit committee. We are not a “listed company” under SEC rules and are therefore not required to have an audit committee comprised of independent directors.

We do not currently have a “financial expert” within the meaning of the rules and regulations of the SEC.

The Company has no nominating or compensation committees at this time. The entire Board participates in the nomination and audit oversight processes and considers executive and director compensation. Given the size of the Company and its stage of development, the entire Board is involved in such decision-making processes. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our executive officers or directors.

Code of Ethics

The Company has not as yet adopted a code of ethics applicable to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions as required by the Sarbanes-Oxley Act of 2002 due to our small size and limited resources and because management’s attention has been focused on matters pertaining to raising capital and the operation of the business.

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Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors, and persons who beneficially own more than 10% percent of our equity securities (“Reporting Persons”) to file reports of ownership and changes in ownership with the SEC. Based solely on our review of copies of such reports and representations from the Reporting Persons, we believe that during the fiscal year ended December 31, 2023, the Reporting Persons timely filed all such reports.

Changes in Nominating Process

There are no material changes to the procedures by which security holders may recommend nominees to our Board.

Item 11. Executive Compensation.

Summary Compensation Table

The following table provides certain information regarding compensation awarded to, earned by or paid to our Chief Executive Officer and the other executive officer with compensation exceeding $100,000 during fiscal 2023 and 2022 (each a “Named Executive Officer”).

	Fiscal Year					Stock		Option
	Ended	Salary		Bonus		Awards		Awards			All Other		Total
Name and Principal Position	12/31	($)		($)		($)		($)			($)		($)
Jonah Meer,	2023		-		-		-		-			-		-
Chief Executive Officer, Chief Financial Officer, Secretary and Director	2022		-		-		-		160,210	(1)		-		160,210	(1)

Ido Merfeld,	2022		-		-		-		-			-		-
President and Director	2022		-		-		-		160,210	(1)		-		160,210	(1)

___________

(1) Represents a five-year option to purchase 325,000 shares of common stock at an exercise price of $2.00 per share, exercisable on December 22, 2022, and the grant date fair value computed in accordance with ASC Topic 718 as described in Note 10 to the financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2022.

2016 Stock Option and Stock Award Plan

On December 14, 2016, the Board adopted the Company’s 2016 Stock Option and Stock Award Plan (the “Plan”). The Plan provides for the award of stock options (incentive and non-qualified), stock awards and stock appreciation rights to officers, directors, employees and consultants who provide services to the Company. The terms of awards under the Plan are made by the Administrator of the Plan appointed by the Company’s Board of Directors, or in the absence of an Administrator, by the Board. The Company has reserved 10 million shares for issuance under the Plan.

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Outstanding Equity Awards

The table below reflects all outstanding equity awards made to each Named Executive Officer that were outstanding at December 31, 2023.

OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023

Name	Grant Date	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)		Option Expiration Date

Jonah Meer	12/19/19		325,000		0		2.00	12/19/24
	12/20/20		325,000		0		2.00	12/20/25
	12/22/21		325,000		0		2.00	12/22/26
	12/22/22		325,000		0		2.00	12/22/27

Ido Merfeld	12/19/19		325,000		0		2.00	12/19/24
	12/20/20		325,000		0		2.00	12/10/25
	12/22/21		325,000		0		2.00	12/22/26
	12/22/22		325,000		0		2.00	12/22/27

Compensation of Directors

During the year ended December 31, 2023, no compensation has been paid to our directors in consideration for their services rendered in their capacities as directors.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table lists, as of March 28, 2024, the number of shares of common stock beneficially owned by (i) each person, entity or group (as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934) known to the Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each of our Named Executive Officers and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal stockholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the SEC. Under these rules, a person is deemed to be a beneficial owner of a security if that person directly or indirectly has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to dispose or direct the disposition of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the SEC rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary interest. Except as noted below, each person has sole voting and investment power with respect to the shares beneficially owned and each stockholder’s address is c/o Qrons Inc., 28-10 Jackson Avenue #26N, Long Island City, New York 11101.

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The percentages below are calculated based on 13,649,789 shares of common stock outstanding as of March 28, 2024, which amounts have been adjusted to include immediately exercisable shares as set out below:

	Amount and Percentage of
Name and Address of Beneficial Owner	Beneficial Ownership
	Shares			%
Directors and Executive Officers:
Jonah Meer
Chief Executive Officer, Chief Financial Officer, Secretary and Director		6,360,000	(2)		42.54	%	(1)

Ido Merfeld
President and Director		6,360,000	(3)		42.54	%	(1)

All officers and directors as a group (2 persons):		12,720,000	(4)		78.28	%

(1)	Messrs. Meer and Merfeld are the holders of the Company’s issued and outstanding Series A preferred stock. For so long as the Class A preferred stock is issued and outstanding, the holders of Class A Preferred Stock shall vote together as a single class with the holders of the Company’s common stock and the holders of any other class or series of shares entitled to vote with the common stock, with the holders of Class A Preferred Stock being entitled to 66 2/3% of the total votes on all such matters.
(2)	Includes currently exercisable options to purchase an aggregate of 1,300,000 shares.
(3)	Includes currently exercisable options to purchase an aggregate of 1,300,000 shares.
(4)	Includes currently exercisable options to purchase an aggregate of 2,600,000 shares.

Change-in-Control Agreements

The Company does not have any change-in-control agreements with any of its executive officers.

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Item 13. Certain Relationships and Related Transactions and Director Independence.

Certain Relationships and Related Transactions

(1) Demand Loan from related party

(2) Advances from Related Parties

During the year ended December 31, 2019, the Company received $135,000 from Jonah Meer, its Chief Executive Officer, in the form of an unsecured, demand, non-interest-bearing, short-term advance to help meet its operating needs. During the year ended December 31, 2020, the Company received an additional $70,000 from Jonah Meer. An additional $72,500 in advances was received from Mr. Meer during the year ended December 31, 2022. An additional $61,000 in advances was received from Mr. Meer during the nine months ended September 30, 2023. Mr. Meer is owed $338,500 and $277,500 in respect to these advances at December 31, 2023 and December 31, 2022, respectively.

On August 20, 2019, the Company received $50,000 from Ido Merfeld, its President, in the form of an unsecured, demand, non-interest-bearing, short-term advance to help meet its operating needs. During the year ended December 31, 2020, the Company received an additional $21,000 from Ido Merfeld. During the nine-months ended September 30, 2023, the Company received an additional $5,000 from Ido Merfeld. Mr. Merfeld is owed $76,000 and $71,000 in respect to these advances at December 31, 2023 and December 31, 2022, respectively.

(3) Others

Jonah Meer, the Company’s Chief Executive Officer, made payments of $33,860 to various vendors during the year ended December 31, 2023. The balance payable to Mr. Meer of $60,128 and $26,268 is reflected in accounts payable, related party as of December 31, 2023 and December 31, 2022, respectively.

Insider Transactions Policies and Procedures

The Company does not currently have an insider transaction policy.

Director Independence

Our Board of Directors does not include any independent directors.

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Item 14. Principal Accounting Fees and Services.

On September 8, 2023, the Company was informed that Pinnacle Accountancy Group of Utah a dba of Heaton & Company, PLLC (“Pinnacle”) had sold a portion of its public company business to GreenGrowth CPAs (“GreenGrowth”). On November 2, 2023, the Company engaged and executed an agreement with GreenGrowth CPAs (“GreenGrowth”), as the Company’s new independent accountant to replace Pinnacle.

Audit Fees

Audit fees consist of fees for professional services rendered for the audit of the Company’s financial statements included in the Company’s Annual Report on Form 10-K and the review of financial statements included in the Company’s Quarterly Reports on Form 10-Q. The aggregate fees billed for professional services rendered by our principal accountant for the year ended December 31, 2023, GreenGrowth CPAs, and our former principal accountant, Heaton & Company, PLLC (doing business as Pinnacle Accountancy Group of Utah), for audit and review services for the years ended December 31, 2023 and 2022 were $10,492 and $16,000 (as to each of GreenGrowth and Pinnacle in the year ended December 31, 2023) and $19,785 for fees charged by Pinnacle, respectively.

We incurred no non-audit related fees, tax fees or other fees for professional services rendered by our principal accountant for the years ended December 31, 2023 and 2022.

Administration of the Engagement; Pre-Approval of Audit and Permissible Non-Audit Services

We have not yet established an audit committee. Until then, there are no formal pre-approval policies and procedures. Nonetheless, the auditors engaged for these services are required to provide and uphold estimates for the cost of services to be rendered. The percentage of hours expended on Heaton & Company, PLLC’s respective engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees was 0%.

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PART IV

Item 15. Exhibits, Financial Statement Schedules.

Exhibit Number		Exhibit

3.1		Articles of Incorporation of the Company (1)
3.2		Certificate of Designation of Series A Preferred Stock (1)
3.3		Bylaws of the Company (1)
3.4		Amendment to Articles of Incorporation (2)
4.1		2016 Stock Option and Stock Award Plan (1)
4.2		Description of Securities (18)
10.1		$10,000 8% Convertible Debenture Agreement, dated September 1, 2016, between the Company and CubeSquare LLC (1)
10.2		License and Research Funding Agreement, dated December 14, 2016, between the Company and Ariel University R&D Co., Ltd. (1)
10.3		Form of Subscription Agreement for the Company’s Regulation D private offering which closed January 27, 2017 (1)
10.4		Form of Common Stock Purchase Warrant for the Company’s Regulation D private offering which closed January 27, 2017 (1)
10.5		Option Agreement between Trustees of Dartmouth College and the Company (3) **
10.6		Addendum #1 to License and Research Funding Agreement, effective December 13, 2017, between the Company and Ariel Scientific Innovations Ltd. (4)
10.7		Services Agreement, dated December 14, 2017, between Ariel Scientific Innovations Ltd., Ariel, Israel and the Company (4)
10.8		Subscription Agreement, dated January 23, 2017, between the Company and Coventus Holdings SA (4) (5)
10.9		Advisory Board Consulting Agreement, dated January 23, 2017, between the Company and Pavel Hilman (5)
10.10		First Amendment to $10,000 8% Convertible Debenture, dated September 28, 2017, between the Company and CubeSquare LLC (6)
10.11		$15,000 8% Convertible Debenture, dated September 27, 2017, between the Company and CubeSquare LLC(6)
10.12		Form of Advisory Board Member Consulting Agreement (6)
10.13		First Amendment to Services Agreement, dated April 12, 2018, between the Company and Ariel Scientific Innovations Ltd. (7)
10.14		Sponsored Research Agreement, made as of July 12, 2018, between the Company and Trustees of Dartmouth College (8)
10.15		Second Amendment to Services Agreement, dated December 12, 2018, between the Company and Ariel Scientific Innovations Ltd. (9)
10.16		First Amendment to $15,000 8% Convertible Debenture, dated September 9, 2018 (10)
10.17		Second Amendment to the $10,000 8% Convertible Debenture, dated September 9, 2018 (10)
10.18		Services Agreement, dated March 6, 2018, between the Company and Ariel Scientific Innovations Ltd. (11)
10.19		First Amendment to Services Agreement, dated April 11, 2019 between the Company and Ariel Scientific Innovations Ltd. (11)
10.20		$50,000 8% Demand Promissory Note, dated May 1, 2019 issued to CubeSquare, LLC (12)
10.21		Term Sheet, effective July 1, 2019, between the Company and John Bonfiglio (13)
10.22		Services Agreement, dated August 8, 2019, between the Company and PCG Advisory, Inc. (14)
10.23		Intellectual Property License Agreement, entered into on October 2,2019, between the Company and Trustees of Dartmouth College (15)
10.24		First Amendment to Sponsored Research Agreement, dated November 4, 2019, between the Company and Trustees of Dartmouth College (16)

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10.25		Royalty and License Fee Sharing Agreement, dated November 30, 2019, between the Company and Ariel Scientific Innovations Ltd. (17)
10.26		Third Amendment to Services Agreement, dated December 8, 2019, between the Company and Ariel Scientific Innovations Ltd.(18)
10.27		Form of Securities Purchase Agreement for 8% Convertible Promissory Notes (18)
10.28		Form of 8% Convertible Promissory Note (18)
10.29		Note Purchase Agreement, dated June 15, 2021, between the Company and Quick Capital, LLC (19)
10.30		Common Stock Purchase Warrant, dated June 15, 2021 issued to Quick Capital, LLC (19)
10.31		Convertible Promissory Note, dated June 15, 2021, issued to Quick Capital, LLC (19)
10.32		Fourth Amendment to $15,000 8% Convertible Debenture, dated October 7, 2021 (20)
10.33		Fifth Amendment to $10,000 8% Convertible Debenture, dated October 7, 2021 (20)
10.34		Letter of understanding between QRONS, Inc and Quick Capital, LLC, dated December 7, 2022 (21)
10.35		License Agreement Term Sheet dated July 17, 2023 (22)
10.36		June 15, 2023 Letter Agreement between the Company and Quick Capital LLC (23)
31*		Rule 13a-14(a)/15d-14(a) Certifications of Chief Executive Officer and Chief Financial Officer
32*		Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer
101*		Interactive Data Files

_____________

* Filed herewith

**Portions of Exhibit 10.5 have been omitted pursuant to a confidential treatment request granted by the SEC.

(1) Incorporated by reference to the corresponding exhibit to the Company’s Registration Statement on Form S-1 filed with the SEC on March 13, 2017

(2) Incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K filed with the SEC on August 11, 2017

(3) Incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K filed with the SEC on October 20, 2017

(4) Incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K filed with the SEC on December 15, 2017

(5) Incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K filed with the SEC on February 12, 2017

(6) Incorporated by reference to the corresponding exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on March 2, 2018

(7) Incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K filed with the SEC on April 16, 2018

(8) Incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K filed with the SEC on July 18, 2018

(9) Incorporated by reference to Exhibit 10.14 to the Company’s Current Report on Form 8-K filed with the SEC on December 14, 2018

(10) Incorporated by reference to the corresponding exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on March 25, 2019

(11) Incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K filed with the SEC on April 16, 2019

(12) Incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K filed with the SEC on May 3, 2019

(13) Incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K filed with the SEC on June 27, 2019

(14) Incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K filed with the SEC on August 12, 2019

(15) Incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K filed with the SEC on October 8, 2019

(16) Incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K filed with the SEC on November 6, 2019

(17) Incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K filed with the SEC on December 3, 2019

(18) Incorporated by reference to the corresponding exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on March 30, 2020.

(19) Incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K filed with the SEC on June 21, 2021.

(20) Incorporated by reference to the corresponding exhibit to the Company’s Registration Statement on Form S-1 filed with the SEC on December 1, 2021.

(21) Incorporated by reference to the corresponding exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2023

(22) Incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K filed with the SEC on July 24, 2023

(23) Incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 10-Q filed with the SEC on August 14, 2023.

Item 16. Form 10-K Summary

None.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Qrons Inc.

Date: April 15, 2024	By:	/s/ Jonah Meer
		Jonah Meer Chief Executive Officer, Chief Financial Officer and Secretary (Principal Executive Officer and Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Jonah Meer	Chief Executive Officer, Chief Financial Officer, Secretary and a Director	April 15, 2024
Jonah Meer	(Principal Executive Officer and Principal Financial and Accounting Officer)

/s/ Ido Merfeld	President and a Director	April 15, 2024
Ido Merfeld