10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, 2019

¨ 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.)

50 Battery Place, #7T, New York, New York 10280

(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 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 $1,765,152.

As of March 27, 2020, there were 13,089,789 shares of the registrant's common stock outstanding. 

TABLE OF CONTENTS

Item No.		Page No.
PART I
1	Business	1
1A	Risk Factors	9
1B	Unresolved Staff Comments	10
2	Properties	10
3	Legal Proceedings	10
4	Mine Safety Disclosures	10
PART II
5	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	10
6	Selected Financial Data	12
7	Management's Discussion and Analysis of Financial Condition and Results of Operations	12
7A	Quantitative and Qualitative Disclosures About Market Risk	17
8	Financial Statements and Supplementary Data	17
9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	18
9A	Controls and Procedures	18
9B	Other Information	19
PART III
10	Directors, Executive Officers and Corporate Governance	20
11	Executive Compensation	23
12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	24
13	Certain Relationships and Related Transactions, and Director Independence	25
14	Principal Accounting Fees and Services	26
15	Exhibits, Financial Statement Schedules	27
16	Form 10-K Summary	28
	SIGNATURES	29

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 BioLabMart Inc. prior to August 8, 2017 and Qrons Inc. since August 8, 2017, 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 federal securities and any other 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 a preclinical stage biotechnology company developing advanced stem cell synthetic hydrogel-based solutions to combat neuronal injuries and focused on achieving a breakthrough in the treatment of traumatic brain injuries ("TBIs") for both concussions and penetrating injuries, an unmet medical need. We believe that our approach is pushing the boundaries of science by using the latest advances in molecular biology and chemistry. The Company collaborates 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.

To date, the Company has two product candidates for treating penetrating and non-penetrating (concussion-like) TBIs, both integrating proprietary, anti-brain inflammation synthetic hydrogel and 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.

As described below, while continuing research under the Company’s sponsored research agreement (the “Sponsored Research Agreement”) with the Trustees of Dartmouth College (“Dartmouth”) to develop innovative 3D printable, biocompatible advanced materials, the Company entered into an intellectual property license agreement (the “Intellectual Property Agreement”) with Dartmouth pursuant to which Dartmouth 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.

In addition, the Company is engaged in laboratory research relating to neuronal tissue regeneration and/or repair in Israel in connection with service agreements with Ariel University R&D Co., Ltd., now known as Ariel Scientific Innovations Ltd., a wholly owned subsidiary of Ariel University, in Ariel, Israel (“Ariel”). The Company is the sole owner of any intellectual property developed from such research.

1

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 all 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.

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 its Daily List on August 9, 2017. The new name and symbol, "QRON", became effective on August 10, 2017.

The Company's common stock was upgraded from the Pink Market and commenced trading on the OTCQB Venture Market on August 12, 2019 and continues to be traded under the symbol "QRON".

Intellectual Property Agreement with Dartmouth

Pursuant to an option agreement with Dartmouth entered into on October 17, 2017, on October 2, 2019, the Company entered into the Intellectual Property Agreement pursuant to which, effective September 3, 2019 (the Effective Date”), 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 Company will pay Dartmouth: (i) a $25,000 license issue fee; (ii) an annual license maintenance fee of $25,000, commencing on the first anniversary of the Effective Date until the first commercial sale of a licensed product or service; (iii) an earned royalty of 2% of net sales (as defined in the Agreement) 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 as of the first commercial sale, an annual minimum royalty payment of $500,000 in the first calendar year after the first commercial sale, $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 must 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 of the Effective Date, make the first commercial sale of a licensed product before the twelve-year anniversary of the Effective Date and achieve annual net sales of at least $50,000,000 by 2033. If the Company fails to perform any of these obligations, Dartmouth has the option to terminate the Agreement or change the exclusive license to a nonexclusive license.

Failure to timely make any payment due under the Agreement will result in interest charges to the Company of the lower of 10% per year or the maximum amount of interest allowable by applicable law.

2

The Agreement may be terminated by Dartmouth if the Company is in material breach of the Agreement which is not cured after 30 days of notice thereof or if the Company becomes insolvent. Dartmouth may terminate the Agreement if the Company challenges a Dartmouth patent or does not terminate a sublicensee that challenges a Dartmouth patent, except in response to a valid court or governmental order. The Company may terminate the Agreement at any time upon six months written notice to Dartmouth.

If the Company or any sublicensee or affiliate institutes or participates in a licensed patent challenge, the then current earned royalty rate for licensed products covered by Dartmouth patents will automatically be increased to three times the then current earned royalty rate.

Sponsored Research Agreement with Dartmouth

On July 12, 2018, the Company entered into a one-year sponsored research agreement, with Dartmouth (the "Sponsored Research Agreement") pursuant to which the Company will fund research conducted by Dartmouth of mutual interest to the parties in accordance with the Agreement. Intellectual property invented or developed solely by a party shall be owned by such party and intellectual property jointly invented or developed shall be jointly owned. Dartmouth shall retain an irrevocable worldwide right to use intellectual property owned by it resulting from its research under the Sponsored Research Agreement on a non-exclusive royalty-free basis for research and education purposes.

If either party desires to obtain patent and copyright protection for intellectual property created under the Sponsored Research Agreement, such party shall notify the other party and the parties shall agree upon intellectual property protection strategy and cost allocation. Each party shall have the right to grant licenses under jointly-owned patents to third parties, subject to the Company's option to the exclusive right to license Dartmouth intellectual property and/or Dartmouth's ownership in jointly-owned intellectual property upon notification to Dartmouth in accordance with the terms of the Agreement and at the Company's cost. If the Company exercises its option to license intellectual property, Dartmouth shall negotiate exclusively with the Company for 180 days (or such additional period as agreed upon by the parties) for such licenses. The Company will be required to reimburse Dartmouth for the costs of patent prosecution and maintenance in the United States and any foreign country and demonstrate reasonable efforts to commercialize the technology.

The Sponsored Research Agreement may be terminated earlier than one year upon written agreement of the parties, a material breach which is not cured within 30 days of notice thereof, if Professor Ke no longer conducts the research under the Agreement and a successor acceptable to both parties is not available, or in the event of an unauthorized assignment of the Company's rights and obligations under the Agreement.

On November 4, 2019, the Company and Dartmouth entered in the First Amendment to the Sponsored Research Agreement to extend the term of the Sponsored Research Agreement and provide for an additional year of funding through July 14, 2020.

Royalty and License Fee Sharing Agreement with Ariel

On November 30, 2019, the Company entered into a royalty and license fee sharing agreement (the “Royalty Agreement”) with Ariel which, among other things, superseded and terminated the license and research funding agreement, dated December 14, 2016, as amended, between the Company and Ariel (the “License Agreement”). Services agreements with Ariel (as described below) related to laboratory access and other services were not affected by such termination.

From and after the occurrence of an Exit Event, as such term is described in the Royalty Agreement, including an underwritten public offering of the Company’s shares with proceeds of at least $25 million, a consolidation, merger or reorganization of the Company, and a sale of all or substantially all of the shares and/or the assets of the Company, Ariel has the right to require the Company to issue  up to 3% of the then issued and outstanding shares of common stock of the Company. The issuance of any such shares in the future will result in dilution to the interests of other stockholders.

3

In consideration for the parties’ agreement to terminate the License Agreement and for future general scientific collaboration between the parties, the Company agreed to pay Ariel  a royalty of 1.25% of net sales (as defined in the Royalty Agreement) of products sold by the Company, or its affiliates and licensees for fifteen years from the first commercial sale in a particular country.

Service Agreements with Ariel

On December 14, 2017, the Company entered into a 12-month services agreement with Ariel (the "Services Agreement") pursuant to which a team at Ariel University , with Prof. Danny Baranes acting as Principal Investigator, will conduct molecular biology research activities involving the testing of implant materials for the Company. If Prof. Baranes ceases to provide services, the Company must be notified and a replacement acceptable to the Company must be found within 30 days or the Company may terminate the Services Agreement. As compensation for such services, the Company paid Ariel (i) $17,250 on December 19, 2017 and (ii) $17,250 on April 26, 2018. On April 12, 2018, the Services Agreement was amended to provide for the payment by the Company of an additional monthly fee, commencing March 2018, of up to 8,000 Israeli shekels as compensation for additional costs which the Company may request.

The Services Agreement may be terminated by a non-breaching party upon a material breach that is not cured within 30 days by the other party. The Services Agreement may also be terminated by the Company upon thirty days' written notice to Ariel. Ariel must keep confidential information of the Company confidential for five years after the term of the Services Agreement.

On March 6, 2018, the Company entered into an additional service agreement with Ariel for the services of Professor Gadi Turgeman and his neurobiology research team in their lab pursuant to which the Company paid Ariel $20,580 on each of March 19, 2018 and August 22, 2018.Effective March 6, 2019, this additional service agreement was amended to extend the term for an additional twelve-month period until March 6, 2020 for total compensation of $41,160 to be paid to Ariel in quarterly installments of $10,290 commencing on the execution of the amendment and on each of June 1, 2019, September 1, 2019 and December 1, 2019.

Business Description

Traumatic brain injury ("TBI") is 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.

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.

4

Our Mission and Product Candidates

Our mission is to develop and license novel stem cell synthetic hydrogel-based solutions and systems to repair and regenerate neuronal damage. We are focused on finding a treatment for TBI. We believe that to repair TBIs, each injured site must receive a continuous flow of neuro-protective and neuro-regenerative agents in order to prevent further neuronal damage and have the potential to stimulate neurons to migrate to the injury site, regrow axonal processes and regenerate brain tissue. 

The Company has also been conducting research under the Sponsored Research Agreement with Professor Chenfeng Ke of the Chemistry Department at Dartmouth to develop innovative 3D printable, biocompatible advanced materials. The Company is working to produce and deliver a proprietary modified stem cell system that would be implanted at the target site and will induce neuronal recovery and/or slowdown of degenerative damage. 

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.

QS100TM has demonstrated astrogliosis inhibition and induction of neuronal differentiation in an in-vivo animal experiments penetrating injury animal model. QS200TM research has been completed, has shown efficacy for concussions and diffused brain injuries, and results are being compiled.

We believe that our latest 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.

While our research is progressing, there can be no assurance however that such research will continue to progress or be successful in achieving its goals.

Our Market

Our market is the treatment of TBI. According to the Center for Disease Control and Prevention (the "CDC"), TBI is a major cause of death and disability in the United States and TBI contributes to about 30% of all injury deaths According to the CDC, every day, 153 people in the United States die from injuries that include TBI. In 2014, about approximately 2.87 million TBI-related emergency department visits, hospitalizations, and deaths occurred in the United States including over 837,000 among children. TBI contributed to the deaths of nearly 56,800 people. TBI was a diagnosis in approximately 288,000 hospitalizations including over 23,000 occurring among children.   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_TBI, the global annual burden of TBI was estimated at $400 billion.

5

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 novel multi-disciplinary approaches and scientific expertise will enable us to produce and deliver a treatment by integrating proprietary, engineered MSCs, synthetic hydrogels, 3D printable implants, smart materials and a novel delivery system to reduce neuronal loss and functionalimpairment and potentially regenerate brain tissue and function for TBI patients which will provide us with competitive advantages. 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.

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.

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.

On October 2, 2019, we have entered into the Intellectual Property Agreement with Dartmouth pursuant to which Dartmouth 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.

6

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.

The Company currently intends to file additional patents as research increases, and subject to sufficient resources,  to protect its intellectual property, including for methods and techniques related to the integration of pseudopolyrotaxane hydrogel with live cells and epigenetic modifications of MSCs to induce neuronal differentiation and other cellular changes.

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 the 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.

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.

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.

7

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.

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.

8

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.

Employees

We had two full-time employees and two part-time employees, however, on March 23, 2020, due to the uncertainty caused by the current COVID-19 pandemic and its impact on our ability to raise additional capital for research and development, we gave 30-day notice of termination of employment  to such employees. Our two executive officers, Jonah Meer and Ido Merfeld, who are our sole officers and directors, are responsible for the day-to-day operations of our company. We currently outsource all professional services to third parties and make use of University affiliations in an effort to maintain lower operational costs.

Research and Development

During the years ended December 31, 2019 and 2018, we incurred research and development costs of $651,476 and $919,706, respectively.

Item 1A: Risk Factors

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

9

Item 1B. Unresolved Staff Comments

Not applicable.

Item 2. Properties

The Company had a month-to-month lease for office space at 777 Brickell Avenue, Suite 500, Miami, Florida 33131 for $70 per month. As of March 15, 2019, the Company’s principal executive office is located at 50 Battery Place, #7T, New York, New York 10280 in 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.

PART II

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

Market Information 

Our common stock was quoted on the OTC pink sheets until August 12, 2019 when it commenced trading on the OTCQB Venture Market. Our common stock trades under the symbol "QRON".

The over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.

On March 5, 2020, the last reported sales price of our common stock on the OTCQB, was $0.45.

As of March 27, 2020, there were 44 stockholders of record of our common stock.

10

Dividend Policy

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. 

Securities Authorized for Issuance under Equity Compensation Plans

The following table provides information regarding our equity compensation plans as of December 31, 2019:

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)		2,515,000	(2)	$	1.987		-

______________ 

(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 950,000 shares of common stock at $2.00 per share (ii) three-year options to purchase an aggregate of 20,000 shares of common stock at $2.00 per share granted to each of Motti Ratmansky and Albert Pinhasov, each a Science Advisor, (iii) three-year option to purchase an aggregate of 30,000 shares of common stock at $0.40 per share to Yitshak Francis, a former Science Advisor, (iv) three-year option to purchase an aggregate of 30,000 shares of common stock at $2.00 per share to Chenfeng Ke, a Science Advisor, (v) three-year option to purchase an aggregate of 20,000 shares of common stock at $2.00 per share to Igor Korman, a Science Advisor, (vi) three-year option to purchase 100,000 shares of common stock at $2.00 to Matanel Tfilin, our Head of Stem Cell Research (vii) a five-year option to purchase 145,000 shares of common stock at $2.00 per share exercisable on December 10, 2018 and three-year options to purchase an aggregate of 100,000 shares of common stock to Liat Hammer, our Director of Research and Development, (viii) three-year options to purchase an aggregate of 100,000 shares of common stock at $2.00 per share to Motti Ratmansky, a Science Advisor, and (ix) a three-year option to purchase an aggregate of 50,000 shares of common stock at $2.00 per share to John Bonfiglio, our former Chief Operating Officer, as set forth in Note 11 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. 

11

On February 18, 2019, the Company issued an aggregate of 40,000 shares of its common stock to two accredited investors in a private offering pursuant to a securities purchase agreement for an aggregate of $40,000.

On July 1, 2019, the Company granted three-year options to purchase an aggregate of 100,000 shares of its common stock at an exercise price of $2.00 per share, to Motti Ratmansky for serving as a Science Advisor to the Company. 33,334 of such shares subject to the option are immediately exercisable and expire on July 1, 2022, 33,333 shares vest on July 1, 2020 and expire on July 1, 2023 and 33,333 shares vest on July 1, 2021 and expire on July 1, 2024.

On December 2, 2019, we issued an 8% convertible promissory note in the principal amount of $25,000 and a warrant to purchase 25,000 shares of our common stock at an exercise price of $1.00 per share to an accredited investor in a private offering pursuant to a securities purchase agreement.

On December 16, 2019, we issued an 8% convertible promissory note in the principal amount of $35,000 and a warrant to purchase 35,000 shares of our common stock at an exercise price of $1.00 per share to an accredited investor in a private offering pursuant to a securities purchase agreement.

On December 20, 2019, we issued an 8% convertible promissory note in the principal amount of $10,000 and a warrant to purchase 10,000 shares of our common stock at an exercise price of $1.00 per share to an accredited investor in a private offering pursuant to a securities purchase agreement.

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 and/or Regulation D promulgated thereunder. The purchaser represented to us that he was an accredited investor and was acquiring the shares for investment purposes only and not with a view to, or for sale in connection with, any distribution thereof and that he could bear the risks of the investment.

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

Our Management's Discussion and Analysis contains forward-looking statements relating to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "intends", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential", or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors which may cause our or our industry's actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements.  

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or performance. You should not place undue reliance on these statements, which speak only as of the date of this Annual Report.  These cautionary statements should be considered with any written or oral forward-looking statements that we may issue in the future. You should read this Annual Report on Form 10-K 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 federal securities and any other applicable law.

12

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 Operation

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

To date, the Company has two product candidates for treating penetrating and non-penetrating (concussion-like) TBIs. We have completed an in-vivo efficacy experiment with QS100TM for treating penetrating brain injuries in an animal model that was successful in substantiating our theories and practices regarding cell regeneration. We have completed  animal in-vivo efficacy experiments with QS200TM for treating concussions and other diffused axonal injuries. Subject to the impact of the COVID-19 pandemic as described below, in the next 12 months, we plan on completing development of our product candidates. This will require us to continue working with Dartmouth under the Sponsored Research Agreement in our development of innovative 3D printable biocompatible advanced materials and stem cell delivery techniques. At our research facilities located in Ariel’s labs our Stem Cells Team will continue development of our proprietary, neuro-regenerative MSC lines. Upon completion of the development of our product candidates we will begin testing for efficacy. This will require us to establish an Efficacy Team, in preparation to reach clinical trials.

As our research progresses, if and when we achieve functional supporting results, the Company intends to file for additional patents.

We will continue exploring sources of additional debt and equity financings as well as available grants.

There is substantial doubt that we can continue as an on-going business unless we obtain additional capital to pay our expenditures. We do not currently have sufficient resources to accomplish all of the conditions necessary for us to generate revenue.

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.

Operating Expenses 

For the years ended December 31, 2019 and December 31, 2018:

	For the Year ended December 31,
	2019		2018
Operating expenses:
Research and development expenses	$	651,476	$	919,706
Professional fees		75,677		44,147
General and administrative expenses		789,279		2,941,092
Total operating expenses	$	1,516,432	$	3,904,945

13

Total operating expenses for the year ended December 31, 2019 were $1,516,432 as compared to $3,904,945 for the year ended December 31, 2018. During the year ended December 31, 2019, the Company incurred $651,476 of research and development expenses which included payroll of $223,766, service fees related to certain research and development agreements of $292,044, fees associated with a sponsored research agreement of $80,006, legal and filing fees related to patents of $21,760, software fees of $1,374, technology licensing fees of $8,333 and purchases of expendable lab supplies and equipment of $24,193, compared to research and development expenses of $919,706, which included payroll of $130,991, service fees related to certain research and development agreements of $677,235, fees associated with a sponsored research agreement of $27,220, legal and filing fees related to patents of $24,212, publication and software fees of $6,971 and purchases of expendable lab supplies and equipment of $53,077 during the fiscal year ended December 31, 2018. The Company incurred general and administrative expenses of $789,279 for the year ended December 31, 2019 compared to general and administrative expenses of $2,941,092 for the year ended December 31, 2018. The substantial decrease in general and administrative expense during the 2019 fiscal year was primarily due to stock-based compensation costs of $2,673,011 related to the issuance of stock options to our officers and certain advisors during the year ended December 31, 2018, with only $409,495 in stock-based compensation to officers and advisors in the year ended December 31, 2019.  Professional fees were $75,677 for the year ended December 31, 2019 compared to professional fees of $44,147 during fiscal 2018. The increase in professional fees  in the year ended December 31, 2019  is the result of certain specialized contract and tax advice. Other expenses  were $30,340 in the year ended December 31, 2019, which included a gain of $12,234 as a result of the change in value of  derivative liabilities and interest expense of $42,574, of which $36,410 relates to financing costs with respect to the issuance of warrants in the year ended December 31, 2019 in connection with  convertible note financings, accretion of  convertible notes of $945 and interest charges on convertible notes of $5,219. Other expenses were $26,083 in the  year ended December 31, 2018, which represents a loss of $5,737 as a result of the change in value of our derivative liabilities and interest expense of $20,346, including accretion of our convertible notes of $18,335 and $2,011 as incurred interest charges.

Net Loss

We had a net loss of$1,546,772 in the year ended December 31, 2019 compared to a net loss of $3,931,028 in the year ended December 31, 2018.

Statement of Cash Flows

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

	For the Year ended December 31,
	2019			2018
Net cash provided (used by) operating activities	$	(546,837	)	$	(488,905	)
Net cash provided from (used by) investing activities		-			-
Net cash provided from financing activities		470,000			575,000
Increase (decrease) in cash and cash equivalents	$	(76,837	)	$	86,095

During the year ended December 31, 2019 we used cash of $76,837 as compared to the year ended December 31, 2018, where our net cash increased by $86,095.

14

Cash Used in Operating Activities

Cash used in operating activities for the year ended December 31, 2019 totaled $546,837 as compared to $488,905 used in the year ended December 31, 2018.

Cash used in operating activities for the year ended December 31, 2019 was primarily the result of our net loss, offset by non-cash items including compensation in the form of stock options for research and development expenses totaling $219,095, stock awards  for advisory and consulting services of $126,875, stock options granted for  management and advisory services of $409,495, common stock issued for services of $74,500, warrants granted as financing costs of $36,410 and changes to our operating assets and liabilities including an increase to prepaid expenses and increases to our accounts payable and accounts payable-related parties.  Cash used in the year ended December 31, 2018 was primarily the result of our net loss, offset by non-cash items including compensation in the form of stock options for research and development expense totaling $529,019, stock awards totaling $28,000, stock-based compensation of $150,000 related to shares issued under the terms of an investor relations agreement, stock options recorded as management and  advisory expenses totaling $2,673,011, and changes to our operating assets and liabilities including an increase to prepaid expenses and increases to our accounts payable and accounts payable-related parties. In the year ended December 31, 2018, we also recorded $18,335 as the non-cash accretion of the debt discount related to certain convertible notes compared to $945 in the year ended December 31,  2019, and changes to our derivative liabilities reflecting a gain of $12,234 in the year ended December 31, 2019 compared to a loss of $5,737 in the year ended December 31, 2018. 

Cash Provided by Investing Activities

There was no cash provided by investing activities for the years ended December 31, 2019 and December 31, 2018.

Cash Provided by Financing Activities

During the year ended December 31, 2019, financing activities provided cash of $470,000, including proceeds from private offerings of common stock of $65,000,  proceeds from convertible notes of $70,000, short term advances from third parties of $100,00,  loans from our offices and directors of $50,000 and related party advances of $185,000. During the year ended December 31, 2018, financing activities provided cash of $575,000 which consisted entirely of proceeds from private offerings of common stock.

Liquidity and Capital Resources

As of December 31, 2019, we had cash of $67,025. 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 successful development of product candidates, which includes clinical trials, FDA approval, demonstration of effectiveness sufficient to generate commercial orders by customers, establishing production capabilities 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. We will have to continue to rely on equity and debt financing. 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. Additionally, the continued spread of COVID-19 and uncertain market conditions will limit the Company’s ability to access capital. Without additional financing, we do not believe our resources will be sufficient to meet our operating and capital needs beyond the second quarter of 2020.

Covid-19 Pandemic

We rely on our employees and agreements with Ariel and Dartmouth for our research and development. The recent COVID-19 pandemic could have an adverse impact on the research and development of our product candidates. Professor Chenfeng Ke’s research laboratory at Dartmouth is currently subject to a six-week closure. We do not currently know the full extent of potential delays of research under our service and research agreements.

COVID-19 has also caused significant disruptions to the global financial markets, which severely impacts our ability to raise additional capital. We have given notice of termination of employment to our current employees in an effort to conserve resources as we evaluate our business development efforts.  We may be required to substantially reduce operations or cease operations if we are unable to finance our operations. The ultimate impact on us and our significant contracted relationships is currently uncertain.

The full impact of the COVID-19 outbreak continues to evolve as of the date of this report, is highly uncertain and subject to change. Management is actively monitoring the situation but given the daily evolution of the COVID-19 outbreak, the Company is not able to estimate the effects of the COVID-19 outbreak on its operations or financial condition in the next 12 months. However, while significant uncertainty remains, the Company believes it is likely that the COVID-19 outbreak will have a negative impact on its  ability to raise additional financing and will result in delays as it continues to impact the Company’s workforce and its collaborative development efforts.

15

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, 2019 includes an explanatory paragraph stating the Company has not generated revenues sufficient to cover operating expenses and will need additional capital to service its debt obligations. Also, if the Company is unable to obtain adequate capital due to the continued spread of COVID-19, 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.

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 $651,476 for the year ended December 31, 2019. Research and development costs were $919,706 for the year ended December 31, 2018

Stock-Based Compensation and Other Share-Based Payments: The expense attributable to the Company's directors is recognized over the period in which the amounts are earned and vested, and the expense attributable to the Company's non-employees is recognized when vested, as described in Note 11, Stock Plan.

Warrants: The Company accounts for common stock warrants in accordance with applicable accounting guidance provided in ASC Topic 815 "Derivatives and Hedging – Contracts in Entity's Own Equity" (ASC Topic 815), as either derivative liabilities or as equity instruments depending on the specific terms of the warrant agreement.  For warrants classified as equity instruments we apply the Black Scholes model.   Presently all warrants issued and outstanding are accounted for using the equity method.

Recent Accounting Pronouncements

Recent accounting pronouncements, other than below, 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.

In June 2018, an accounting update was issued by FASB to simplify the accounting for nonemployee share-based payment transactions resulting from expanding the scope of ASC Topic 718, Compensation-Stock Compensation, to include share-based payment transactions for acquiring goods and services from nonemployees. An entity is required to apply the requirements of ASC Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). The amendments in the accounting update specify that ASC Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments also clarify that ASC Topic 718 does not apply to share-based payments used to effectively provide (1) financing to an issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under ASC Topic 606, Revenue from Contracts with Customers. The amendments in this accounting update are effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. Early adoption is permitted, but no earlier than an entity’s adoption date of ASC Topic 606.

16

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.

Item 8. Financial statements and Supplemental Data

Qrons Inc.

Index to Financial Statements

	Page
Report of Independent Registered Public Accounting Firm	F-1
Balance Sheets as of December 31, 2019 and 2018	F-2
Statements of Operations for the years ended December 31, 2019 and 2018	F-3
Statement of Changes in Stockholders' Equity (Deficit) for the years ended December 31, 2019 and 2018	F-4
Statements of Cash Flows for the years ended December 31, 2019 and 2018	F-5
Notes to Financial Statements	F-6

17

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, 2019 and 2018, and the related statements of operations, stockholders’ deficit, and cash flows for the years 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 December 31, 2019 and 2018, and the results of its operations and its cash flows for the years 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. The Company has sustained recurring losses from operations, negative working capital, and insufficient liquidity which raise substantial doubt about its ability to continue as a going concern.  Management’s plans in regard to these matters are 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 audits. 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 audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits 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 audits, 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 audits 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 audits 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 audits provide a reasonable basis for our opinion.

/s/ Heaton & Company, PLLC

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

Heaton & Company, PLLC

Farmington, Utah

March 27, 2020

F-1

QRONS INC.

BALANCE SHEETS

	December 31, 2019			December 31, 2018
ASSETS
Current assets
Cash and cash equivalents	$	67,025		$	143,862
Prepaid expenses		56,265			51,985
Total current assets		123,290			195,847
TOTAL ASSETS	$	123,290		$	195,847
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
Accounts payable and accrued liabilities	$	140,967		$	23,324
Accounts payable and accrued liabilities – related party		34,907			3,421
Demand loans, related party		50,000			-
Advances from related party		185,000			-
Unsecured short-term advances		100,000			-
Convertible note – related party, net of debt discount		25,000			25,000
Convertible note, net of debt discount		6,171			-
Derivative liabilities		89,367			36,827
Total current liabilities		631,412			88,572
Total liabilities		631,412			88,572
Stockholders' equity (deficit)
Series A Preferred Shares: $0.001 par value, authorized 10,000; 2,000 shares issued and outstanding		2			2
Common stock, $0.0001 par value: shares authorized 100,000,000; 13,089,789 and 12,872,309 shares issued and outstanding at December 31, 2019 and December 31, 2018, respectively		1,309			1,287
Additional Paid-in Capital		6,561,047			5,629,694
Accumulated deficit		(7,070,480	)		(5,523,708	)
Total stockholder's equity (deficit)		(508,122	)		107,275
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)	$	123,290		$	195,847

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

F-2

QRONS INC.

STATEMENTS OF OPERATIONS

	For the Years Ended
	December 31,
	2019			2018
Net sales	$	-		$	-
Operating expenses:
Research and development expenses		651,476			919,706
Professional fees		75,677			44,147
General and administrative expenses		789,279			2,941,092
Total operating expenses		1,516,432			3,904,945
Income (loss) from operations		(1,516,432	)		(3,904,945	)
Other income (expense)
Interest expense		(42,574	)		(20,346	)
Change in derivative liabilities		12,234			(5,737	)
Total other income (expense)		(30,340	)		(26,083	)
Net (loss)	$	(1,546,772	)	$	(3,931,028	)
Net (loss) per common shares (basic and diluted)	$	(0.12	)	$	(0.31	)
Weighted average shares outstanding
(basic and diluted)		12,998,973			12,770,845

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

F-3

QRONS INC.

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

	Series A Preferred Shares				Common Stock				Additional Paid-in			Accumulated			Total
	Shares		Amount		Shares		Amount		Capital			Deficit			Equity (Deficit)
Balance, December 31, 2017		2,000		2		12,404,910		1,240		1,611,711			(1,592,680	)		20,273
Issuance of common stock for private placement		-		-		380,684		38		574,962			-			575,000
Warrants exercised associated with private placement		-		-		1,715		-		-			-			-
Shares issued for stock awards for business advisory services		-		-		10,000		1		27,999			-			28,000
Shares issued for services provided		-		-		75,000		8		149,992			-			150,000
Stock options granted to officers		-		-		-		-		2,673,011			-			2,673,011
Stock options granted to non-employees as research and development costs		-		-		-		-		152,626			-			152,626
Stock option granted to employees as research and development costs		-		-		-		-		439,393			-			439,393
Net loss for the year		-		-		-		-		-			(3,931,028	)		(3,931,028	)
Balance, December 31, 2018		2,000		2		12,872,309		1,287		5,629,694			(5,523,708	)		107,275
Shares issued for stock awards for business advisory services		-		-		92,500		9		126,866			-			126,875
Shares issued for services provided		-		-		50,000		5		74,495			-			74,500
Stock options granted to non-employees as research and development costs		-		-		-		-		219,095			-			219,095
Issuance of common stock for private placement		-		-		65,000		7		64,993			-			65,000
Warrants granted as financing costs		-		-		-		-		36,410			-			36,410
Stock options granted to officers		-		-		-		-		409,495			-			409,495
Warrants exercised associated with private placement		-		-		9,980		1		(1	)		-			-
Net loss for the year		-		-		-		-		-			(1,546,772	)		(1,546,772	)
Balance, December 31, 2019		2,000	$	2		13,089,789	$	1,309	$	6,561,047		$	(7,070,480	)	$	(508,122	)

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

F-4

QRONS INC.

STATEMENTS OF CASH FLOWS

	For the Years ended December 31,
	2019			2018
Cash Flows From Operating Activities
Net loss	$	(1,546,772	)	$	(3,931,028	)
Adjustments to reconcile net loss to net cash (used by) operating activities:
Stock options issued for research and development expense		219,095			592,019
Stock awards issued for advisory and consulting services		126,875			28,000
Stock issued for services		74,500			150,000
Stock options granted for officer compensation		409,495			2,673,011
Warrants granted as financing costs		36,410			-
Accretion of debt discount		945			18,335
Change in derivative liabilities		(12,234	)		5,737
Changes in operating assets and liabilities:
Prepaid expenses		(4,280	)		(36,173	)
Accounts payable and accrued liabilities		117,643			9,183
Accounts payable and accrued liabilities, related party		31,486			2,011
Net cash (used by) operating activities		(546,837	)		(488,905	)
Cash Flows From Investing Activities
Net cash provided from (used by) investing activities		-			-
Cash Flows From Financing Activities
Proceeds from convertible notes		70,000			-
Proceeds from private placement		65,000			575,000
Proceeds from short term advance, third party		100,000			-
Proceeds from demand loan, related party		50,000			-
Proceeds from related party advances		185,000			-
Net cash provided from financing activities		470,000			575,000
Increase (decrease) in cash and cash equivalents		(76,837	)		86,095
Cash at beginning of year		143,862			57,767
Cash at end of year	$	67,025		$	143,862
SUPPLEMENTAL DISCLOSURES
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-
SUPPLEMENTAL NON-CASH FINANCING ACTIVITIES
Derivative liability associated with debt discount	$	64,774		$	-

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

F-5

QRONS INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2019 and 2018

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.

On July 6, 2017, the board of directors and a majority of the Company's shareholders approved an amendment to the Company's Articles of Incorporation to change the name of the Company from "BioLabMart Inc." to "Qrons Inc." On August 8, 2017, the Company filed Amended Articles of Incorporation with the State of Wyoming to effectuate such name change. 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 its Daily List on August 9, 2017. The new name and symbol change to "QRON" for the OTC Market was effective August 10, 2017.

The Company is a preclinical stage biotechnology company developing advanced stem cell-synthetic hydrogel-based solutions to combat neuronal injuries and achieve a breakthrough in the treatment of traumatic brain injuries ("TBIs"), for both concussions and penetrating injuries, an unmet medical need.  The Company collaborates 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”), synthetic hydrogels, 3D printable implant, smart materials and a novel delivery system.  

On March 15, 2019, the Company relocated its principal executive office from Miami, Florida to 50 Battery Place, #7T, New York, New York 10280.

Note 2 – Summary of Significant Accounting Policies

Financial Statement Presentation: 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 maturities of 90 days or less from the date of purchase to be cash equivalents.

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 $651,476 for the year ended December 31, 2019. Research and development costs were $919,706 for the year ended December 31, 2018

Advertising and Marketing Costs: Advertising and marketing costs are expensed as incurred. The Company incurred $256,106 and $56,879 in advertising and marketing costs during the years ended December 31, 2019 and 2018, respectively.

F-6

QRONS INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2019 and 2018

Note 2 – Summary of Significant Accounting Policies (continued)

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.

Stock-Based Compensation and Other Share-Based Payments: 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, as described in Note 11, Stock Plan.

Fair Value of Financial Instruments

FASB ASC 820, Fair Value Measurements and Disclosures 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. FASB 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. FASB 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, 2019 and December 31, 2018:

	Fair value measurements on a recurring basis
	Level 1			Level 2			Level 3
As of December 31, 2019:
Liabilities
Derivative liabilities		$	-		$	-		$	89,367
As of December 31, 2018:
Liabilities
Derivative liabilities		$	-		$	-		$	36,827

F-7

QRONS INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2019 and 2018

Note 2 – Summary of Significant Accounting Policies (continued)

Warrants: The Company accounts for common stock warrants in accordance with applicable accounting guidance provided in ASC Topic 815 "Derivatives and Hedging – Contracts in Entity's Own Equity" (ASC Topic 815), 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.   Presently all warrants issued and outstanding are accounted for using the equity method.

Income taxes: The Company has adopted ASC Topic 740 – "Income Taxes" ASC Topic 740 which requires the use of the asset and liability method of accounting for income taxes. Under the asset and liability method of ASC Topic 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 Topic 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 computation of basic loss per share for the years ended December 31, 2019 and 2018 excludes potentially dilutive securities of underlying share purchase warrants, convertible notes, stock options and preferred shares, because their inclusion would be antidilutive. As a result, the computations of net loss per share for each period presented is the same for both basic and fully diluted.

The table below reflects the potentially dilutive securities at each reporting period which have been excluded from the computation of diluted net loss per share:

	December 31, 2019		December 31, 2018
Stock purchase warrants		-		52,000
Research Warrants at 3% of issued and outstanding shares		392,694		386,170
Convertible Notes		261,107		27,864
Series A Preferred shares		700		700
Stock options vested		2,331,669		1,486,670
Stock options not yet vested		183,331		128,330
Stock purchase warrants		70,000		-
Total		3,239,501		2,081,734

New Accounting Pronouncements: Recent accounting pronouncements, other than below, 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.

F-8

QRONS INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2019 and 2018

Note 2 – Summary of Significant Accounting Policies (continued)

In June 2018, an accounting update was issued by FASB to simplify the accounting for nonemployee share-based payment transactions resulting from expanding the scope of ASC Topic 718, Compensation-Stock Compensation, to include share-based payment transactions for acquiring goods and services from nonemployees. An entity should apply the requirements of ASC Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). The amendments specify that ASC Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments also clarify that ASC Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under ASC Topic 606, Revenue from Contracts with Customers. The amendments in this accounting update are effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. Early adoption is permitted, but no earlier than an entity’s adoption date of ASC Topic 606.

Note 3 – Going Concern

The Company has experienced net losses to date, and it has not generated revenue from operations.  While the Company raised proceeds of $470,000 and $575,000 during 2019 and 2018, respectively, by way of private placement offerings to accredited investors and loans and advances from our officers and directors and third party short term loans, it does not believe its resources will be sufficient to meet its operating and capital needs beyond the second quarter of 2020. The Company expects it will require additional capital to fully implement the scope of its proposed business operations, which 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. There can be no assurance that financing, whether debt or equity, will always 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 capital due to the continued spread of COVID-19, the Company may be required to reduce the scope, delay, or eliminate some or all of its planned operations.

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 CubeSquare, LLC ("CubeSquare"), of which its Chief Executive Officer is the managing partner and its President is a 25% owner. The Company received proceeds of $10,000 during fiscal 2016 ("Note 1"). The note 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 the lender 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 28, 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; and on September 1, 2019, the Company further amended Note 1 to extend the maturity date to September 1, 2020, 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 is due on September 27, 2018. Interest shall accrue from September 27, 2017 and shall be 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 until September 27, 2019.

F-9

QRONS INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2019 and 2018

Note 4 – Convertible Note – Related Party and Derivative Liabilities (continued)

On September 27, 2019, Note 2 was amended to extend the maturity date until September 27, 2020.

The Company analyzed the amendment to Note 1 and Note 2 under ASC 815-10-15-83 and concluded that these two convertible Notes meet the definition of a derivative. We estimated the fair value of the derivative on the inception dates, and subsequently, using the Black-Scholes valuation technique, adjusted for the effect of dilution, because that technique embodies all of the assumptions (including, volatility, expected terms, and risk-free rates) that are necessary to fair value complex derivate instruments.

The carrying value of these convertible notes is as follows:

	December 31, 2019		December 31, 2018
Face value of certain convertible notes	$	25,000	$	25,000
Less: unamortized discount		-		-
Carrying value	$	25,000	$	25,000

We recorded interest expenses of $2,011 for the years ended December 31, 2019 and 2018. As of December 31, 2019, and 2018, the unpaid interest balance under Accounts payable and accrued liabilities – related party was $5,432 and $3,421, respectively.

As a result of the application of ASC No. 815 in the years ended December 31, 2019 and December 31, 2018 the fair value of the conversion feature is summarized as follows:

Balance at December 31, 2017	$	31,090
Derivative addition associated with convertible notes		-
Change in fair value		5,737
Balance at December 31, 2018		36,827
Change in fair value		355
Balance at December 31, 2019	$	37,182

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, 2019 and December 31, 2018 and the commitment date:

	Commitment Date		December 31, 2019		December 31, 2018
Expected dividends		0		0		0
Expected volatility	101% ~103%		167% ~ 180%		64% ~ 65%
Expected term	0.92 ~ 1 year		0.26 year		0.67 ~0.74 year
Risk free interest rate		1.33%		1.60%	2.60%

F-10

QRONS INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2019 and 2018

Note 5 – Convertible Note and Derivative Liabilities

In December 2019 we issued and sold in a private offering 8% convertible notes in the aggregate principal amount of $70,000. Such notes are due on December 31, 2021 and are convertible into shares of our common stock at a conversion price (the "Conversion Price") for each share of common stock equal to the lesser of: (a) $.50; or (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; or (c) so long as lower than (a) or (b), such price per share of common stock as the Company and the holder may agree from time to time.  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.

We recorded interest expenses of $161 for the year ended December 31, 2019 in respect of the aforementioned notes.

The convertible notes qualify for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The derivative liability of the $70,000 convertible notes was calculated using the Black-Scholes pricing model to be $64,774.

The carrying value of these convertible notes is as follows:

	December 31, 2019			December 31, 2018
Face value of certain convertible notes	$	70,000		$	-
Less: unamortized discount		(63,829	)		-
Carrying value	$	6,171		$	-

Amortization of the discount during the year ended December 31, 2019 totaled $945 which amounts have been recorded as interest expense. 

As a result of the application of ASC No. 815 in the periods ended December 31, 2019 and December 31, 2018 the fair value of the conversion feature is summarized as follows:

Balance at December 31, 2018	$	-
Derivative addition associated with convertible notes		64,774
Change in fair value		(12,589	)
Balance at December 31, 2019	$	52,185

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, 2019 and commitment date:

	Commitment Date		December 31, 2019
Expected dividends		0		0
Expected volatility	154.19% ~155.95%		156.46%
Expected term	2.10 year		2 year
Risk free interest rate		1.65%		1.58%

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, 2019.

F-11

QRONS INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2019 and 2018

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 Note bears interest at the rate of 8% per annum and is due and payable by the Company upon demand from CubeSquare. We recorded interest expenses of $2,663 for the year ended December 31, 2019. As of December 31, 2019, the unpaid interest balance under Accounts payable and accrued liabilities – related party was $2,663.

(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.

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.

(3) Commitment

On June 25, 2019, the Company entered into a term sheet ("Term Sheet") with John N. Bonfiglio, PhD ("Bonfiglio") pursuant to which Dr. Bonfiglio will serve as the Company's chief operating officer, effective July 1, 2019. As compensation Dr. Bonfiglio was granted (i) 50,000 shares of common stock of the Company, 37,500 of which shares vested upon issuance on July 1, 2019 and 12,500 of which shares will vest on the earlier of (i) January 1, 2020 and (ii) the date the Company raises equity capital of $500,000 as described in the Term Sheet, provided Dr. Bonfiglio is in the employ of the Company on such date. The Term Sheet also provides for the grant of a three-year stock option to purchase 100,000 shares of common stock at an exercise price of $2.00 per share, 50,000 of which shares will vest upon grant and 25,000 shares will vest on each of July 1, 2020 and July 1, 2021, provided Dr. Bonfiglio is in the employ of the Company on such dates. If the Company raises equity capital of $1.5 million before December 31, 2019, unvested shares subject to the option will immediately vest and become exercisable, so long as Dr. Bonfiglio is in the Company's employ on such date and Dr. Bonfiglio will be appointed to the Company's board of directors.. In addition, Dr. Bonfiglio will be entitled to a salary of $12,000 per month which will be deferred and payable at the rate of 5% of equity capital raised by the Company up to $12,000 per month, only if such capital is raised.

The Term Sheet was terminated effective October 31, 2019.Mr. Bonfiglio was terminated as Chief Operating Officer effective November 30, 2019 and all unvested options and awards were concurrently terminated.

During the year ended December 31, 2019, fees incurred as general and administrative expenses relative to the aforementioned contract were as follows:

Stock option – 50,000 vested shares	$	44,175
Stock award – 37,500 vested shares		49,125
	$	93,300

(4) Others

During the year ended December 31, 2019, Jonah Meer, the Company’s Chief Executive Officer, made payments to various vendors in the accumulated amount of $25,642.  During the year ended December 31, 2019,Ido Merfeld, the Company’s President , made payments to various vendors in the accumulated amount of $1,169.  The balance of $26,811 is reflected in accounts payable, related party.

F-12

QRONS INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2019 and 2018

Note 8 – License and Research Funding Agreement / Royalty Agreement

On December 14, 2016, the Company entered into a license agreement with Ariel (the “License Agreement”) under which the Company paid Ariel $100,000 to fund research for 12 months (with an option to extend such research financing and research period). In consideration therefore, the Company received an exclusive worldwide royalty-bearing license in Ariel patents and know-how to develop and commercialize products based on or incorporating coral-based conditioned medium for neuronal tissue regeneration and/or repair, resulting from Ariel's research or technology or the Company's research funding in accordance with milestones set forth in the Agreement.

In addition, upon the occurrence of an Exit Event (as defined in the License Agreement) of the Company or of any affiliate commercializing the products, the Company is obligated to issue to Ariel an immediately exercisable warrant for that number of shares equal to 4% of the issued and outstanding shares of the Company at the time of issuance. The Company and Ariel entered into Addendum #1 to the License Agreement, effective December 13, 2017 (the "Addendum") pursuant to which Ariel was permitted to exercise a portion of the warrant granted pursuant to the License Agreement. On December 13, 2017, the Company issued 119,950 shares of common stock to Ariel, representing 1% of the issued and outstanding shares of the Company on such date, and valued at $335,860. The right to the balance of the shares subject to the warrant remains subject to the terms of the License Agreement and the occurrence of an Exit Event (as described in the License Agreement). In addition, the Addendum provides that Ariel may not request a demand registration until the balance of the shares subject to the warrant is exercised.

In addition to the other payments, the Company will pay Ariel upon the occurrence of the following milestone events, additional payments which shall be due within 6 months of completion of the milestone:

-  Upon successful clinical FDA Phase II completion - $130,000; and  

-  Upon successful clinical FDA Phase III completion - $390,000

Upon successful development and commercialization and in recognition of the rights and licenses granted to the Company pursuant to the License Agreement, the Company will be subject to certain royalty payments as specified in the License Agreement.

In lieu of extending the research financing and research period under the License Agreement with Ariel beyond the initial 12 months, on December 14, 2017, the Company entered into the Services Agreement pursuant to which a team at Ariel University, with  Professor Danny Baranes as Principal Investigator, will conduct molecular biology research activities involving the testing of scaffold materials for the Company. [track language from business section] As compensation for such services, the Company paid Ariel (i) $17,250 on December 19, 2017 and an additional $17,250 on April 26, 2018.  On April 12, 2018, the Services Agreement was amended to provide for the payment by the Company of an additional monthly fee, commencing March 2018, of up to 8,000 Israeli shekels as compensation for additional costs which the Company may request.

On March 6, 2018, the Company entered into an additional service agreement with Ariel for the services of Professor Gadi Turgeman and his neurobiology research team in their lab pursuant to which the Company paid Ariel $20,580 on each of March 19, 2018 and August 22, 2018. 

On December 12, 2018, the Company further amended the Services Agreement (the "Second Amendment") with Ariel to extend the term thereof for an additional twelve-month period until December 14, 2019. Pursuant to the Second Amendment, the Company paid Ariel $17,250 on each of  December 28, 2018 and June 24, 2019. All other terms and conditions of the Services Agreement not amended remain in effect.

On December 8, 2019, the Company further amended the Services Agreement with Ariel (the "Third Amendment") to extend the term thereof for an additional twelve-month period until December 14, 2020. The Third Amendment also provides that the Company pay Ariel $17,250 within 30 days of the date of such Amendment and an additional $17,250 on or before May 1, 2020. All other terms and conditions of the Services Agreement not amended remain in effect.

F-13

QRONS INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2019 and 2018

Note 8 – License and Research Funding Agreement / Royalty Agreement (continued)

On July 12, 2018, the Company entered into a one-year sponsored research agreement (the “Sponsored Research Agreement”) with the Trustees of Dartmouth College (“Dartmouth”) pursuant to which the Company will support and fund the cost of research conducted by Dartmouth of mutual interest to the parties in accordance with the Agreement.  Intellectual property invented or developed solely by a party shall be owned by such party and intellectual property jointly invented or developed shall be jointly owned.  Dartmouth shall retain an irrevocable worldwide right to use intellectual property owned by it resulting from its research under the Agreement on a non-exclusive royalty-free basis for research and education purposes. The Agreement may be terminated earlier than one year upon written agreement of the parties, a material breach which is not cured within 30 days of notice thereof, if Professor Ke no longer conducts the research under the Agreement and a successor acceptable to both parties is not available, or in the event of an unauthorized assignment of the Company's rights and obligations under the Agreement.  On November 4, 2019, the parties entered into an amendment to the Sponsored Research Agreement to extend the term of the Agreement through July 14, 2020.

On November 30, 2019, the Company entered into a royalty and license fee sharing agreement (the “Royalty Agreement”) with Ariel which, among other things, supersedes and terminates the License Agreement. Certain services agreements related to laboratory access and other services are not affected by such termination.

From and after the occurrence of an Exit Event, as such term is described in the Royalty Agreement, including an underwritten public offering of the Company’s shares with proceeds of at least $25 million, a consolidation, merger or reorganization of the Company, and a sale of all or substantially all of the shares and/or the assets of the Company, Ariel has the right to require the Company to issue  up to 3% of the issued and outstanding shares of common stock of the Company at the time Ariel exercises such right.

Note 9 – Intellectual Property License Agreement

On October 2, 2019, the Company entered into an Intellectual Property License Agreement (the “Agreement”) with the Trustees of Dartmouth College (“Dartmouth”) pursuant to which, effective September 3, 2019 (the Effective Date”), 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. Dartmouth has reserved certain rights in its intellectual property for educational and research purposes.

As consideration for the license grant, the Company will pay Dartmouth: (i) a license issue fee of $25,000; (ii) an annual license maintenance fee of $25,000, commencing on the first anniversary of the Effective Date until the date of the first commercial sale of a licensed product or service; (iii) an earned royalty of 2% of net sales (as defined in the Agreement) of licensed products and services by the Company or a  sublicensee; (v)15% of all consideration received by the Company under a sublicense; and (vi) beginning as of the date of the first commercial sale, an annual minimum royalty payment of $500,000 in the first calendar year after the first commercial sale, $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 must 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 of the Effective Date, make the first commercial sale of a licensed product before the twelve-year anniversary of the Effective Date and achieve annual net sales of at least $50,000,000 by 2033. If the Company fails to perform any of these obligations, Dartmouth has the option to terminate the Agreement or change the exclusive license to a nonexclusive license. Failure to timely make any payment due under the Agreement will result in interest charges to the Company of the lower of 10% per year or the maximum amount of interest allowable by applicable law.

F-14

QRONS INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2019 and 2018

Note 9 – Intellectual Property License Agreement (continued)

The Agreement may be terminated by Dartmouth if the Company is in material breach of the Agreement which is not cured after 30 days of notice thereof or if the Company becomes insolvent. Dartmouth may terminate the Agreement if the Company challenges a Dartmouth patent or does not terminate a sublicensee that challenges a Dartmouth patent, except in response to a valid court or governmental order. The Company may terminate the Agreement at any time upon six months written notice to Dartmouth.

If the Company or any sublicensee or affiliate institutes or participates in a licensed patent challenge, the then current earned royalty rate for licensed products covered by Dartmouth patents will automatically be increased to three times the then current earned royalty rate.

The Agreement also includes indemnification and insurance requirements by the Company and customary confidentiality provisions.

The Company recorded the $25,000 license fee under prepaid expenses, which amount shall be expensed ratably over the initial one-year term of the Agreement.

Note 10 – Commitments

(1)   Service Agreement with Ariel Scientific Innovations Ltd.

On December 14, 2017, the Company entered into the Services Agreement pursuant to which a team at Ariel with Prof. Danny Baranes, as Principal Investigator, will conduct molecular biology research activities involving the testing of implant materials for the Company. As compensation for the services provided, the Company will paid Ariel $17,250 on each of December 19, 2017 and April 26, 2018.

On April 12, 2018, the Services Agreement was amended to provide for the payment by the Company of an additional monthly fee, commencing March 31, 2018, of up to $2,200 (8,000 Israeli shekels) as compensation for additional costs which the Company may request. During the year ended December 31, 2018, the Company paid $16,935 for these additional costs.

On December 12, 2018, the Company further amended the Services Agreement with Ariel (the "Second Amendment") to extend the term thereof for an additional twelve-month period until December 14, 2019. Pursuant to the Second Amendment, the Company paid Ariel $17,250 on each of December 28, 2018 and June 24, 2019., All other terms and conditions of the Services Agreement not amended remain in effect.

On December 8, 2019, the Company further amended the Services Agreement with Ariel (the "Third Amendment") to extend the term thereof for an additional twelve-month period until December 14, 2020. The Third Amendment also provides that the Company pay Ariel $17,250 within 30 days of the date of the Amendment and an additional $17,250 on or before May 1, 2020. All other terms and conditions of the Services Agreement not amended remain in effect.

During the years ended December 31, 2019 and 2018, $35,219 and $68,081 were expensed, respectively, and the remaining $15,812 (December 31, 2018 - $16,531), which amount is reflected on the Company's balance sheets as prepaid expenses, will be expensed in a subsequent period.

F-15

QRONS INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2019 and 2018

Note 10 – Commitments (continued)

(2)   Service Agreement with Ariel - Dr. Gadi Turgeman

On March 6, 2018, the Company entered into a service agreement for the services of Professor Gadi Turgeman and his neurobiology research team in their lab. As compensation for the services provided, the Company paid Ariel $20,580 on each of March 19, 2018 and August 22, 2018.

The Services Agreement may be terminated by the non-breaching party upon a material breach that is not cured within 30 days or by the Company upon thirty days' prior written notice to Ariel. Ariel must keep confidential information of the Company confidential for six years after the term of the Services Agreement.

On April 11, 2019, the Company amended its services agreement (the "First Amendment") with Ariel which it entered into on March 6, 2018, to extend the term thereof for an additional twelve months until March 6, 2020. Pursuant to the First Amendment, the Company will pay Ariel an aggregate of $41,160 in quarterly payments of $10,290 on each of April 11, 2019, June 1, 2019, September 1, 2019 and December 1, 2019 for the services of Professor Gadi Turgeman and his neurobiology research team and the use of his lab.

During the years ended December 31, 2019 and 2018, $37,730 and $34,300 were expensed, respectively, with no prepaid amounts remaining in fiscal 2019 and $6,860 remaining in prepaid accounts at December 31, 2018,  which amount was expensed in a subsequent period.

(3)   Science Advisory Board Member Consulting Agreements (the " Consulting Agreements")

As part of its ongoing program of research and development, the Company has retained distinguished scientists and other qualified individuals to advise the Company with respect to its technology and business strategy and to assist it in the research, development and analysis of the Company's technology and products. In furtherance thereof, the Company has retained certain Advisors as members of its Scientific Advisory Board and Business Advisory Board as described below, and the Company and Advisors have entered into Consulting Agreements with the following terms and conditions:

- Scientific Advisory Board and Consulting Services - Advisor shall provide general consulting services to Company (the "Services") as a member of its Scientific Advisory Board ("SAB"). As a member of the SAB, Advisor agrees to provide the Services as follows: (a) attending meetings of the Company's SAB; (b) performing the duties of a SAB member at such meetings, as established from time to time by the mutual agreement of the Company and the SAB members, including without limitation meeting with Company employees, consultants and other SAB members, reviewing goals of the Company and assisting in developing strategies for achieving such goals, and providing advice, support, theories, techniques and improvements in the Company's scientific research and product development activities; and (c) providing consulting services to Company at its request, including a reasonable amount of informal consultation over the telephone or otherwise as requested by Company. Advisor's consultation with Company will involve services as scientific, technical and business advisor to the Company and its management with respect to neuronal injuries and neuro degenerative diseases.   

- SAB Consulting Compensation - the Company shall grant to Advisor the option to purchase certain number of shares of the common stock of the Company as per the stock option award grant. The options are subject to terms and provisions of the Company's 2016 Stock Option and Stock Award Plan.

On November 15, 2017, the Company entered into Consulting Agreements with three Advisors under the terms of which two Advisors are granted an option to purchase 20,000 shares of common stock and one Advisor was granted an option to purchase 30,000 shares of common stock under the 2016 Stock Option and Award Plan subject to certain vesting terms.

F-16

QRONS INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2019 and 2018

Note 10 – Commitments (continued)

(3)   Science Advisory Board Member Consulting Agreements (the " Consulting Agreements")  (continued)

On April 16, 2018, the Company entered into a Consulting Agreement with an Advisor to serve on the Company's Scientific Advisory Board under the terms of which the Advisor was  granted an option to purchase 30,000 shares of common stock under the 2016 Stock Option and Award Plan subject to certain vesting terms.

On August 15, 2018, the Company entered into a Consulting Agreement with an Advisor under the terms of which the Company granted an option to purchase 20,000 shares of common stock under the 2016 Stock Option and Award Plan subject to certain vesting terms.

(4)   Business Advisory Board Agreement

On January 23, 2018, the Company entered into a one-year advisory board member consulting agreement with Pavel Hilman, the controlling shareholder of Conventus Holdings SA, a BVI corporation ("Conventus"), under which Mr. Hilman will serve on the Company's Advisory Board as a business advisor. The Advisory Board Agreement will automatically renew for up to two additional one-year periods, unless earlier terminated by either party upon 30 days' prior written notice to the other party. In consideration for serving on the Advisory Board, the Company awarded 10,000 shares of its common stock to Mr. Hilman under its 2016 Stock Option and Stock Award Plan. On January 28, 2019, the Company issued 30,000 shares of common stock to Pavel Hilman for his continuing service on the Company's Advisory Board.

On September 18, 2019, the Company entered into a one-year advisory board member consulting agreement with Derrick Chambers under which Mr. Chambers will serve on the Company's Advisory Board as a business advisor. The Advisory Board Agreement will automatically renew for up to two additional one-year periods, unless earlier terminated by either party upon 30 days' prior written notice to the other party. In consideration for serving on the Advisory Board, the Company awarded 25,000 shares of its common stock to Mr. Chambers under its 2016 Stock Option and Stock Award Plan, which shares were fully vested and recorded as advisory services on issuance.

 (5)    Investor Relations Agreement

On April 23, 2018, the Company entered into a six-month investor relations agreement with an investor relations firm for a monthly consulting fee of $5,000 and the issuance of 75,000 shares of common stock payable on signing the agreement. On June 23, 2018, the Company gave notice of rescission of the agreement to such firm. As a result, the Company has not recorded any fees for services rendered past June 23, 2018.  A total of $10,000 representing April 2018 and May 2018 monthly consulting fees is reflected in the statement of operations and a total of $150,000, the fair market value of the issued shares, was expensed on issue.

On August 8, 2019, the Company entered into a six-month services agreement with PCG Advisory, Inc. ("PCG") under which agreement PCG will provide investor relations and capital market advisory services to the Company. In consideration therefor, the Company will pay PCG a monthly cash fee of $5,000 ($2,500 of which will be deferred until the Company raises at least $300,000 in a financing) and  issued 50,000 shares of its common stock on August 8, 2019. After the initial six-month term, the agreement will automatically renew on a month-to-month basis unless either party notifies the other of its desire to terminate the agreement or by the Company if PCG fails to comply with securities laws, makes an untrue statement of material facts or omits to state any material fact in connection with an investment in the Company or breaches a representation, warranty or covenant in the agreement.

F-17

QRONS INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2019 and 2018

Note 10 – Commitments (continued)

 (6)    Sponsored Research Agreement

On July 12, 2018, the Company entered into a one-year Sponsored Research Agreement with Dartmouth pursuant to which the Company will support and fund the cost of research conducted by Dartmouth of mutual interest to the parties in accordance with the Agreement.  Intellectual property invented or developed solely by a party shall be owned by such party and intellectual property jointly invented or developed shall be jointly owned.  Dartmouth shall retain an irrevocable worldwide right to use intellectual property owned by it resulting from its research under the Agreement on a non-exclusive royalty-free basis for research and education purposes. The Company funded $36,293 on August 20, 2018 and funded an additional $18,147 on December 17, 2018 and funded an additional $18,146 on June 20, 2019.

On November 4, 2019, the parties entered into an amendment to the Sponsored Research Agreement to extend the term of the Agreement through July 14, 2020. The Company required to fund $37,790 on November 4, 2019 and fund an additional $18,895 on December 1, 2019 and fund final amount of $18,895 on June 1, 2020.

During the years ended December 31, 2019 and 2018, $80,006 and $27,220 were expensed, respectively, and the remaining $22,045 (December 31, 2018 - $27,220), which amount is reflected on the Company's balance sheets as prepaid expenses, was expensed in the applicable period.

Note 11 – 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 Administrator of the Plan appointed by the Company's Board of Directors (the "Board"), or in the absence of an Administrator, by the Board. The Company has reserved 10 million shares for issuance under the Plan.

Stock Awards:

On December 14, 2016, the Board awarded to each of Prof. Danny Baranes, a Science Advisor, and Dr. Liat Hammer, a former Science Advisor, a total of 440,000 shares of common stock of which 150,000 shares vested on December 14, 2016 and 145,000 shares vested on December 14, 2017. The balance of 145,000 shares did not vest as the nature of such services in such capacities were no longer provided to the Company.

The value of the vested awards had been recorded as research and development expenses in the respective periods.  A total of 290,000 stock awards did not vest during the fourth quarter of fiscal 2018.

On January 23, 2018, the Company awarded 10,000 shares of its common stock to Mr. Hilman under its 2016 Stock Option and Stock Award Plan, which shares were fully vested and recorded as advisory services on issuance.  On January 28, 2019, the Company issued 30,000 shares of common stock to Pavel Hilman for his continuing service on the Company's Board of Advisors.

In connection with the Term Sheet, on July 1, 2019, Dr. Bonfiglio was granted (i) 50,000 shares of common stock of the Company, 37,500 of which shares vested upon issuance on July 1, 2019 and 12,500 of which shares will vest on the earlier of (i) January 1, 2020 and (ii) the date the Company raises equity capital of $500,000, provided Dr. Bonfiglio is in the employ of the Company on such date. Mr. Bonfiglio was terminated, effective November 30, 2019.  All unvested stock awards were terminated on such date.

F-18

QRONS INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2019 and 2018

Note 11 – Stock Plan

Stock Awards: (continued)

On September 18, 2019, the Company awarded 25,000 shares of common stock to Derrick Chambers, a member of its advisory board, under its 2016 Stock Option and Stock Award Plan, which shares were fully vested and recorded as advisory services on issuance.

	December 31,		December 31,
	2019		2018
Number of shares vested in period		92,500		10,000
Weighted average fair market value per share	$	1.37	$	2.8
Stock based compensation recognized	$	126,875	$	28,000

Stock Options:

(a)   Stock Options granted to Science Advisors:

On November 15, 2017, under the 2016 Stock Option and Award Plan, the Board awarded two of its Science Advisors the following three-year stock options: (i) an immediately exercisable option to purchase 6,667 shares of common stock at an exercise price of $2.00 per share, (ii) an option to purchase 6,667 shares of common stock exercisable on November 15, 2018 at an exercise price of $2.00 per share and (iii) an option to purchase 6,666 shares of common stock exercisable on November 15, 2019 at an exercise price of $2.00 per share, provided the advisors are still providing services to the Company.

On November 15, 2017, under the 2016 Stock Option and Award Plan, the Board awarded a Science Advisor, the following three-year stock options: (i) an option to purchase 15,000 shares of common stock, exercisable on November 15, 2018 at an exercise price of $0.40 per share and (ii) an option to purchase 15,000 shares of common stock exercisable on November 15, 2019 at an exercise price of $0.40 per share, provided the advisor is still providing services to the Company.

On April 16, 2018, under the 2016 Stock Option and Award Plan, the Board awarded a Science Advisor, the following three-year stock options: (i) an option to purchase 10,000 shares of common stock, exercisable on April 16, 2018 at an exercise price of $2.00 per share (ii) an option to purchase 10,000 shares of common stock exercisable on April 16, 2019 at an exercise price of $2.00 per share, and (iii) an option to purchase 10,000 shares of common stock exercisable on April 16, 2020 at an exercise price of $2.00 per share, provided the advisor is still providing services to the Company. 

On August 15, 2018, under the 2016 Stock Option and Award Plan, the Board awarded a Science Advisor, the following three-year stock options: (i) an option to purchase 6,667 shares of common stock, exercisable on August 15, 2018 at an exercise price of $2.00 per share (ii) an option to purchase 6,667 shares of common stock exercisable on August 15, 2019 at an exercise price of $2.00 per share, and (iii) an option to purchase 6,666 shares of common stock exercisable on August 15, 2020 at an exercise price of $2.00 per share, provided the advisor is still providing services to the Company.  

On July 1, 2019, under the 2016 Stock Option and Award Plan, the Board awarded a Science Advisor, the following three-year stock options: (i) an option to purchase 33,334 shares of common stock, exercisable on July 1, 2019 at an exercise price of $2.00 per share (ii) an option to purchase 33,333 shares of common stock exercisable on July 1, 2020 at an exercise price of $2.00 per share, and (iii) an option to purchase 33,333 shares of common stock exercisable on July 1, 2021 at an exercise price of $2.00 per share, provided the advisor is still providing services to the Company.  

F-19

QRONS INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2019 and 2018

Note 11 – Stock Plan (continued)

Stock Options: (continued)

(b)   Stock Options granted to Employees:

On December 10, 2018, under the 2016 Stock Option and Award Plan, the Board granted an immediately exercisable five-year option to purchase an aggregate of 145,000 shares of common stock at an exercise price of $2.00 per share to an employee of the Company for services provided to the Company as a "replacement award" for the same number of shares which did not vest as described in Note 7-Stock Awards. Applying the accounting guidance contained in ASC 718-20 the issuance of the stock option and concurrent cancelation of a stock award of the same number of shares is considered a "replacement award" and the Company has determined and expensed the incremental cost of the replacement award in the amount of $54,840.

On December 10, 2018, under the 2016 Stock Option and Award Plan, the Board awarded an employee the following three-year stock options: (i) an option to purchase 33,334 shares of common stock, exercisable on December 10, 2018 at an exercise price of $2.00 per share (ii) an option to purchase 33,333 shares of common stock exercisable on December 10, 2019 at an exercise price of $2.00 per share, and (iii) an option to purchase 33,333 shares of common stock exercisable on December 10, 2020 at an exercise price of $2.00 per share, provided the advisor is still providing services to the Company. 

On December 10, 2019, under the 2016 Stock Option and Award Plan, the Board awarded an employee, the following three-year stock options: (i) an option to purchase 33,334 shares of common stock, exercisable on December 10, 2019 at an exercise price of $2.00 per share (ii) an option to purchase 33,333 shares of common stock exercisable on December 10, 2020 at an exercise price of $2.00 per share, and (iii) an option to purchase 33,333 shares of common stock exercisable on December 10, 2021 at an exercise price of $2.00 per share, provided the advisor is still providing services to the Company.  

The following table is the recognized compensation in respect of the above stock option compensation ((a) and (b)) which amount has been allocated as below:

	Twelve Months ended
	December 31,
	2019		2018
Research and development expenses	$	219,095	$	592,019

As of December 31, 2019, and 2018, total unrecognized compensation remaining to be recognized in future periods totaled $105,683 and $198,088 respectively.

(c)   Stock Options granted to Officers:

On December 4, 2017, the Board granted five-year options to each of its two officers for the purchase of 300,000 shares of the common stock of the Company. The options have an exercise price of $2.00 and vest and become exercisable on December 4, 2018.

On December 10, 2018, the Board granted five-year options to each of its two officers for the purchase of 325,000 shares of the common stock of the Company. The options have an exercise price of $2.00 and are immediately exercisable.

F-20

QRONS INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2019 and 2018

Note 11 – Stock Plan (continued)

Stock Options: (continued)

On June 25, 2019, the Company appointed John N. Bonfiglio, PhD as its chief operating officer, effective July 1, 2019. As compensation, Dr. Bonfiglio was granted a three-year stock option to purchase 100,000 shares of common stock at an exercise price of $2.00 per share, 50,000 of which shares  vested upon grant and 25,000 shares will vest on each of July 1, 2020 and July 1, 2021, provided Dr. Bonfiglio is in the employ of the Company on such dates. If the Company raised equity capital of $1.5 million before December 31, 2019, unvested shares subject to the option will immediately vest and become exercisable, so long as Dr. Bonfiglio is in the Company's employ on such date. Mr. Bonfiglio was terminated as chief operating officer as of November 30, 2019.  Accordingly, all unvested stock options terminated on such date.

On December 10, 2019, the Board granted five-year options to each of its two officers for the purchase of 325,000 shares of the common stock of the Company. The options have an exercise price of $2.00 and are immediately exercisable.

The following table is the recognized compensation in respect of the above stock option compensation, which amounts have been allocated as general and administrative expenses:

	Twelve Months ended
	December 31,
	2019		2018
General and administrative expenses	$	409,495	$	2,673,011

As of December 31, 2019, and 2018, total unrecognized compensation remaining to be recognized in future periods totaled $0. 

The fair value of each option award referenced 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	114.69 ~ 165.50%
Risk-free interest rate	1.66% ~ 2.68%
Expected life (years)	3 ~ 5
Stock Price	$	0.69 ~ 2.80
Exercise Price	$	0.40 ~ 2.00

A summary of the activity for the Company's stock options at December 31, 2019 and December 31, 2018, is as follows:

	December 31, 2019					December 31, 2018
				Weighted Average				Weighted Average
	Shares			Exercise Price		Shares		Exercise Price
Outstanding, beginning of period		1,615,000		$	1.97		670,000	$	1.93
Granted		950,000		$	2		945,000	$	2.00
Exercised		-		$	-		-	$	-
Canceled		(50,000	)	$	2		-	$	-
Outstanding, end of period		2,515,000		$	1.987		1,615,000	$	1.97
Options exercisable, end of period		2,331,669		$	1.98		1,486,670	$	1.98
Options expected to vest, end of period		183,331		$	1.98		128,330	$	1.81
Weighted average fair value of options granted				$	1.62			$	2.19

F-21

QRONS INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2019 and 2018

Note 12 – 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.

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 onall such matters, regardless of the actual number of shares of Class A Preferred Stock then outstanding.

There was a total of 2,000 shares of Series A Preferred Stock issued and outstanding as of December 31 , 2019 and December 31, 2018.

Common Stock

Common Stock issuances during the year ended December 31, 2019

During the year ended December 31, 2019, the Company sold an aggregate of 65,000 shares of its common stock to investors and received aggregate proceeds of $65,000 pursuant to subscription agreements in private offerings. The proceeds will be used for research and general corporate purposes.

On January 28, 2019, the Company issued 30,000 shares for advisory services (Note10 (4)). The shares were valued at fair market value on the date of issuance for a total of $37,500 or $1.25 per share.

On July 1, 2019, the Company issued 37,500 shares to its Chief Operating Officer (Note 10 (3)). The shares were valued at fair market value on the date of issuance for a total of $49,125 or $1.31 per share.

On August 8, 2019, the Company issued 50,000 shares for advisory services (Note 10 (7)). The shares were valued at fair market value on the date of issuance for a total of $74,500 or $1.49 per share.

On September 18, 2019, the Company issued 25,000 shares for advisory services (Note 10(4)). The shares were valued at fair market value on the date of issuance for a total of $40,250 or $1.61 per share.

During the year ended December 31, 2019, the Company received a warrant exercise notice for a warrant to purchase 52,000 shares of common stock from a subscriber and issued 9,980 shares of common stock on a cashless exercise basis as per the cashless exercise formula contained in the warrant.

F-22

QRONS INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2019 and 2018

Note 12 – Capital Stock (continued)

Common Stock issuances during the year ended December 31, 2018

During the year ended December 31, 2018, the Company sold an aggregate of 380,684 shares of its common stock to investors and received aggregate proceeds of $575,000 pursuant to subscription agreements in private offerings. The proceeds will be used for research and general corporate purposes.

On January 23, 2018, the Company issued 10,000 shares for advisory services (Note 10(4)). The shares were valued at fair market value on the date of issuance for a total of $28,000 or $2.80 per share.

During the year ended December 31, 2018, the Company received a warrant exercise notice for a warrant to purchase 2,000 shares of common stock from a subscriber and issued 1,715 shares of common stock on a cashless exercise basis as per the cashless exercise formula contained in the warrant.

On April 23, 2018, the Company issued 75,000 shares of its common stock pursuant to an investor relations services agreement which was rescinded on June 23, 2018 (Note 10(5)). The shares were valued at the fair market value on the date of issuance for a total of $150,000, or $2.00 per share.

There was a total of 13,089,789 and 12,872,309 shares of common stock issued and outstanding as of December 31, 2019 and December 31, 2018, respectively.

Common Stock Purchase Warrants

As of December 31, 2019, and December 31, 2018, the following common stock purchase warrants were outstanding:

	Warrants			Weighted Average Exercise Price
Outstanding – December 31, 2017		54,000	(1)		0.40
Granted		-			-
Forfeited/Canceled		-			-
Exercised		(2,000)	(2)		0.40
Outstanding – December 31, 2018		52,000			0.40
Granted		70,000	(4)		1.00
Forfeited/Canceled		-			-
Exercised		(52,000)	(3)		0.40
Outstanding – December 31, 2019		70,000		$	1.00

(1) Each two shares of common stock purchased in a private placement offering included one warrant to purchase an additional share of common stock at an exercise price of $0.40.

(2) During the year ended December 31, 2018, investors exercised warrants to purchase an aggregate of 2,000 shares of common stock and received 1,715 shares for exercises on a cashless basis.

(3) During the year ended December 31, 2019, investors exercised warrants to purchase an aggregate of 52,000 shares of common stock and received 9,980 shares for exercises on a cashless basis.

(4) During the year ended December 31, 2019, the Company granted convertible notes holders accumulated 70,000 stock purchase warrants at an exercise price of $1.00. The fair value of the aforementioned warrants was $36,410 and recorded as financing cost.

F-23

QRONS INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2019 and 2018

Note 12 – Capital Stock (continued)

Common Stock Purchase Warrants (continued)

In accordance with authoritative accounting guidance, the fair value of the outstanding common stock purchase warrants was calculated using the Black-Scholes option-pricing model with the following assumptions at the measurement date(s):

	Measurement date
Dividend yield		0%
Expected volatility	97.90~140.19%
Risk-free interest rate	1.47~1.72%
Expected life (years)	2.71~5.00
Stock Price		$0.25 ~ $0.65
Exercise Price		$0.40 ~ $1.00

Note 13 – Income Taxes

On December 22, 2017, the 2017 Tax Cuts and Jobs Act (the “Tax Act”) was enacted including a one-time mandatory transition tax on accumulated foreign earnings and a reduction of the corporate income tax rate to 21% effective January 1, 2018., The Company is required to recognize the effect of the tax law changes in the period of enactment, such as determining the transition tax, remeasuring its U.S. deferred tax assets and liabilities as well as reassessing the net realizability of its deferred tax assets and liabilities. The Company has remeasured its U.S. deferred tax assets at a statutory income tax rate of 21% during years ended December 31, 2019 and December 31, 2018

The income tax expense (benefit) consisted of the following for the years ended December 31, 2019 and December 31, 2018:

	December 31, 2019		December 31, 2018
Total current	$	-	$	-
Total deferred		-		-
	$	-	$	-

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

The following is a reconciliation of the expected statutory federal income tax and state income tax provisions to the actual income tax benefit for the years ended December 31, 2019 and December 31, 2018: 

	December 31, 2019			December 31, 2018
Expected benefit at federal statutory rate	$	324,800			825,500
Non-deductible expenses		(179,300	)		(724,200	)
Change in valuation allowance		(145,500	)		(101,300	)
	$	-		$	-

The Company had deferred income tax assets as of December 31, 2019 and 2018 as follows:

	December 31, 2019			December 31, 2018
Loss carryforwards	$	1,462,180		$	1,137,380
Less – stock based compensation		(1,115,500	)		(933,600	)
Less – derivative liabilities		120			(2,480	)
Less - valuation allowance		(346,800	)		(201,300	)
Total net deferred tax assets	$			$	-

F-24

QRONS INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2019 and 2018

Note 13 – Income Taxes (continued)

Tax years from inception to the year ended December 31, 2018 have been filed and are open for examination by the taxing authorities. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the periods presented above. The Company had no accruals for interest and penalties at December 31, 2019. The Company's utilization of any net operating loss carry-forward may be unlikely as a result of its intended activities. 

Note 14 – Subsequent Events

On February 10, 2020 the Company granted three-year options to purchase an aggregate of 50,000 shares of its common stock at an exercise price of $2.00 per share, to Michael Maizels for serving as a Science Advisor to the Company. 25,000 of such shares subject to the option are immediately exercisable and expire on February 10, 2023, 25,000 shares vest on February 10, 2021 and expire on February 10, 2024.

On February 19, 2020 we issued an 8% convertible promissory note in the principal amount of $10,000 and a warrant to purchase 10,000 shares of our common stock at an exercise price of $1.00 per share to an accredited investor in a private offering pursuant to a securities purchase agreement.

Due to the uncertainty caused by the current COVID-19 pandemic, on March 23, 2020, the Company gave 30 days’ notice of termination of employment to its employees.

The Company has evaluated events for the period of December 31, 2019 through the date of the issuance of these financial statements and determined that there are no additional events requiring disclosure.

F-25

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

None.

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, 2019, 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.

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.

18

Our management, including our principal executive officer and principal financial officer, assessed the effectiveness of our internal control over financial reporting at December 31, 2019. 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, 2019, our internal control over financial reporting was not effective.

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 weakness, 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.  

19

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	64	Chief Executive Officer, Chief Financial Officer, Secretary and Director
Ido Merfeld	55	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 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.

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 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. 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.

Ido Merfeld, President and a Director

Mr. Merfeld has served as our President and a Director since the formation of the Company on September 22, 2016. In October 1991, Mr. 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 startup companies including the establishment of a new Art Exchange in Luxemburg and a financial education internet company in the UK. In 2014 Mr. Merfeld, resigned as CEO of Ivory to become its Chairman. He now spends time enrolled in the molecular biology department at Ariel University. He previously received his B.A. in Computer Science, Statistics & Economics from Bar-Ilan University in Israel. As a co-founder and President, Mr.Merfeld is involved with the Company's day to day operations which led to his appointment to the Board.

Board of Advisors

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

20

Scientific Advisors

Professor Danny Baranes is Head of the Department of Molecular Biology at Ariel University, and the Principal Investigator for research in connection with the License Agreement. Professor Baranes did his post-doctoral fellowship in neuroscience in the lab of the Nobel laureate Dr. Eric Kandel at Columbia University. Professor Baranes continued on to McGill University, and returned to Israel in 2000 where he has held several positions at Ben Gurion University before joining Ariel University in 2009. He has received numerous international awards, published dozens of articles in leading international scientific journals as well having given numerous lectures and presentations. Professor Baranes received his PhD. in Biochemistry from Hebrew University.

Dr. Albert Pinhasov is Vice-President and Dean for Research and Development at Ariel University. He is a molecular biologist specializing in the neurobiology of social behavior. In addition, Dr. Pinhasov was a Postdoctoral Fellow on the Drug Discovery CNS Research Team at Johnson and Johnson Pharmaceutical. He received his PhD in Molecular Biology and Clinical Biochemistry from Tel Aviv University in Israel.

Dr. Motti Ratmansky is the head of the Pain Rehabilitation Clinic at the Lowenstein Rehabilitation Hospital in Israel. He was the former head of the Israeli National Instruction Unit for combat medics and medical field units, supervising and training combat medics. Dr. Ratmansky received his Medical Degree from the Technion Medical School in Israel.

Professor Chenfeng Ke is Assistant Professor of Chemistry at Dartmouth. Professor Ke received a PhD in Supramolecular Chemistry from Nankai University in 2009 and a BSc in Chemistry from Nankai University in 2004. He was a Newton Fellow (The Royal Society, UK) at the University of Bristol, from 2009 to 2011 and a Postdoctoral Fellow at Northwestern University from 2011 to 2015.

Dr. Igor Korman is a molecular biologist who holds a medical degree, and a PhD and Doctor of Science degrees in Clinical Pharmacology. Since 2016, Dr. Korman has headed The Institute for Translational Research at Ariel where he has assembled a team of scientists and started a number of projects in the field of anticancer drug discovery, 3D tissue fabrication for drug development and personalized diagnostics and data analysis for drug repurposing etc. In 2007, Dr Koman was part of the research team of Cleveland Biolabs, Inc. (NASDAQ: CBLI), a biotech drug development company, and a research leader in the department of Cell Stress Biology at Roswell Park Comprehensive Cancer Center. He began his academic career in 1998 when he joined the research lab in the Department of Molecular Biology in the University of Illinois at Chicago as a visiting scientist.

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.

21

Derrick Chambers played in the National Football League (the “NFL”) for three years, from 2000 to 2003 with the Carolina Panthers and Jacksonville Jaguars. Mr. Chambers also served with the Jaguars for Children at the Burn unit at Baptist Medical Center. After his time in the NFL, Derrick studied at the University of Oxford in England and was a member of the Oxford Rugby team at St. Peter’s college.  Mr. Chambers is a member of the All Souls Codrington Library, a private college at Oxford for scholars from around the world and studied at Oriel College Oxford. Mr. Chambers then studied at the Princeton Theological Seminary where he served as a Academic-Athletic fellow, which consists of faculty and administrators who mentor student athletes.  As a member of the National Football League Players Association, Mr. Chambers is focused on financial literacy and advisory services for professional athletes and entertainers. Mr. Chambers is a Board member of the Youth Leadership foundation of Washington, D.C.

Michael Maizels for the last 15 years through his consulting firm has provided business development and market strategy services domestically and internationally including assisting clients with product promotion and differentiation and market positioning. Services include preparing business plans, determining financial requirements, securing licenses and approvals, and coordinating product launches. In 2016, Mr. Maizels was the vice president and then from 2017 to 2018, chief executive officer of Smartexe Inc., a global software consultancy firm, prior thereto he has held senior positions in project management and sales and account management and founded a wholesale telecommunication services company.  Mr. Maizels has a PhD in philosophy from the University of Cincinnati and various masters degrees in music from the St. Petersburg State Conservatory.

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.

22

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, 2019, 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 2019 and 2018 (each a "Named Executive Officer").

Name and	Fiscal Year	Salary	Bonus	Stock Awards	Option Awards	All Other	Total
Principal Position	Ended 12/31	($)	($)	($)	($)	($)	($)
Jonah Meer,	2019	-	-	-	182,660 (1)	-	182,660 (1)
Chief Executive Officer, Chief Financial Officer, Secretary and Director	2018	-	-	-	1,336,506 (2)	-	1,336,506 (2)
Ido Merfeld,	2019	-	-	-	182,660(1)	-	182,660(1)
President and Director	2018	-	-	-	1,336,505 (2)	-	1,336,505 (2)

(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 17, 2019 and the grant date fair value computed in accordance with FASB ASC Topic 718 as described in Note 11 to the financial statements included in this Annual Report on Form 10-K for the year ended December 31, 2019.

(2) 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 10, 2018 and the grant date fair value computed in accordance with FASB ASC Topic 718 as described in Note 11 to the financial statements included in this Annual Report on Form 10-K for the year ended December 31, 2018.

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.

23

Outstanding Equity Awards

The table below reflects all outstanding equity awards made to each Named Executive Officer that were outstanding at December 31, 2019. 

OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2019

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	12/4/17	300,000	0	2.00	12/4/22
	12/10/18	325,000	0	2.00	12/10/23
	12/19/19	325,000	0	2.00	12/19/24
Ido Merfeld	12/4/17	300,000	0	2.00	12/4/22
	12/10/18	325,000	0	2.00	12/10/23
	12/19/19	325,000	0	2.00	12/19/24

Compensation of Directors

During the year ended December 31, 2019, 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 27, 2020, 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., 50 Battery Place, #7T, New York, New York 10280.

The percentages below are calculated based on 13,089,789 issued and outstanding shares of common stock outstanding as of March 27, 2020.

	Amount and Percentage of Beneficial
Name and Address of Beneficial Owner	Ownership
	Shares	%
Directors and Executive Officers:
Jonah Meer
Chief Executive Officer, Chief Financial Officer, Secretary and Director	6,010,000(2)	42.8	%(1)
Ido Merfeld
President and Director	6,010,000(2)	42.8	%(1)
All officers and directors as a group (2 persons):	12,020,000(3)	80.2	%

(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 950,000 shares of common stock.
(3) Includes currently exercisable options to purchase an aggregate of 1,900,000 shares of common stock.

Change-in-Control Agreements

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

24

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

Certain Relationships and Related Transactions

On September 1, 2016, the Company entered into a convertible debenture agreement with CubeSquare (the “$10,000 Debenture”). Jonah Meer, our Chief Executive Officer is the managing member of CubeSquare. Ido Merfeld, our President, is a 25% owner of CubeSquare. Under the debenture agreement, CubeSquare loaned $10,000 to the Company. Cube Square had agreed to loan the Company an additional $15,000 on the same terms and conditions if requested by the Company. The loan bears interest at 8% per annum (which will increase to 12% if an event of default as described in the debenture agreement occurs) and was due on September 1, 2017, or immediately upon an event of default. Interest is payable, at CubeSquare's option, in cash or common stock. Any portion of the loan and unpaid interest are convertible at any time at the option of CubeSquare into shares of common stock of the Company at a conversion price per share of the greater of (i) $0.0625, if the Company's shares are not trading on a public market, and (ii) if the Company's shares are listed for trading on a public market, an amount equal to a 50% discount to the average of the five lowest trading prices during the previous twenty trading days. So long as the loan is outstanding, the Company may not merge, reorganize, restructure, reverse split its stock, consolidate or sell all or substantially all of its assets without giving seven days prior written notice to CubeSquare, in which case, CubeSquare can put the note to the Company at 125% of the then outstanding principal and interest. The debenture agreement also provides for anti-dilution protection (with certain exceptions) if the Company engages in other transactions at a lower price per share. The Company has the right to redeem the loan for 6 months, in whole or in part, at 125% of the principal amount being redeemed and accrued interest thereon. The Company must reserve 150% of the number of shares issuable upon conversion of the loan. The Company may not engage in short sales. Except upon 61 days prior written notice to the Company, CubeSquare may not convert the loan if as a result of such conversion, CubeSquare and its affiliates would own in excess of 9.9% of the total issued and outstanding shares of the Company.

On September 27, 2017, the Company entered into an 8% convertible debenture in the amount of $15,000 with CubeSquare (the “$15,000 Debenture”), with the same terms as the $10,000 Debenture described above, due September 27, 2018. The maturity date of the $15,000 Debenture was extended to September 27, 2019 pursuant to a First Amendment to 8% Convertible Debenture, dated September 9, 2018 and further extended to September 27, 2020 pursuant to a Second Amendment to 8% Convertible Debenture, dated September 27, 2019.

The maturity date of the $10,000 Debenture was extended to September 1, 2018 pursuant to a First Amendment to 8% Convertible Debenture, dated September 28, 2017, was further extended to  September 1, 2019 pursuant to a Second Amendment to 8% Convertible Debenture, dated September 9, 2018 and  was further extended to September 1, 2020 pursuant to a Third Amendment to 8% Convertible Debenture dated September 1, 2019.

On December 10, 2018, we granted an immediately exercisable five-year option to purchase 325,000 shares of common stock at an exercise price of $2.00 per share to each of Jonah Meer and Ido Merfeld.

On May 1, 2019, we issued a promissory note to CubeSquare in the principal amount of $50,000. The Note bears interest at the rate of 8% per annum and is due and payable by the Company upon demand from CubeSquare. The Note will become immediately due and payable, upon the occurrence of an event of default, which includes (i) failure to pay any obligation under the Note within two business days of demand therefor (ii) the Company filing a petition or answer or consent seeking relief under any federal or state bankruptcy law or other similar law, or its consent to such proceedings and the appointment of a receiver or liquidator or similar entity of a substantial part of the Company's assets, or the Company making a general assignment for the benefit of creditors. Interest on the Note upon an event of default will be 13% per annum. The Note may be prepaid, at the option of the Company, in whole or in part, at any time, without premium or penalty.

On August 8, 2019 and August 20, 2019, Jonah Meer and Ido Merfeld each made a $50,000 advance to the Company, respectively.

On December 19, 2019, we granted an immediately exercisable five-year option to purchase 325,000 shares of common stock at an exercise price of $2.00 per share to each of Jonah Meer and Ido Merfeld.

25

Between October 20, 2019 and December 9, 2019, Jonah Meer made an aggregate of $85,000 unsecured, non-interest bearing advances  to the Company.

Jonah Meer currently provides the Company with space for its principal executive office at 50 Battery Place, #7T, New York, New York 10280 at no cost.

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. 

Item 14. Principal Accounting Fees and Services.

Audit Fees

Audit fees consist of fees for professional services rendered for the audit of the Company's consolidated 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, Heaton & Company, PLLC (doing business as Pinnacle Accountancy Group of Utah), for audit and review services for the years ended December 31, 2019 and December 31, 2018 were $14,250 and $10,750, 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, 2019 and 2018.

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%.

26

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
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)
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.
10.27*	Form of Securities Purchase Agreement for 8% Convertible Promissory Notes
10.28*	Form of 8% Convertible Promissory Note
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.

27

(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

Item 16. Form 10-K Summary

None.

28

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: March 30, 2020	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	March 30, 2020
Jonah Meer	(Principal Executive Officer and Principal Financial and Accounting Officer)
/s/ Ido Merfeld	President and a Director	March 30, 2020
Ido Merfeld

29

EX-4.2

DESCRIPTION OF COMMON STOCK

As of the date of the Annual Report on Form 10-K of which this exhibit is a part, Qrons Inc. (the “Company” or “we” or “our”) has one class of securities, its common stock, par value $000.1 per share, registered under Section 12 of the Securities Exchange Act of 1934 as amended (the “Exchange Act”).

The following summary describes the material terms of the Company’s common stock. The description of common stock is qualified by reference to our Articles of Incorporation, as amended and our Bylaws, which are incorporated by reference as exhibits to the Annual Report on Form 10-K of which this exhibit is a part.

General

Our Articles of Incorporation authorizes us to issue up to 100,000,000 shares of common stock In addition, under our amended and restated certificate of incorporation, our board of directors has the authority, without further action by stockholders, to designate up to 10,000 shares of preferred stock, par value $0.001 per share, in one or more series and to fix the rights, preferences, privileges, qualifications and restrictions granted to or imposed upon the preferred stock, including dividend rights, conversion rights, voting rights, rights and terms of redemption and liquidation preference and sinking fund terms, any or all of which may be greater than the rights of our common stock. The issuance of preferred stock could adversely affect the voting power of holders of common stock and reduce the likelihood that common stockholders will receive dividend payments and payments upon liquidation.  The issuance could also have the effect of decreasing the market price of the common stock. The issuance of preferred stock also could have the effect of delaying, deterring or prevent a change in control of the Company.

Our board of directors has designated 10,000 shares of preferred stock as Series A Preferred Stock (“Series A Stock”) of which 2,000 shares of Series A Stock are issued and outstanding as of the date of the Annual Report on Form 10-K. 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.

Voting

Our common stock is entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders, including the election of directors, and does not have cumulative voting rights. Accordingly, the holders of a majority of the shares of our common stock entitled to vote in any election of directors can elect all of the directors standing for election. There is no provision in our Articles of Incorporation or Bylaws that would delay, defer or prevent a change in control of our company.

Dividends

Subject to preferences that may be applicable to any then outstanding preferred stock, the holders of common stock are entitled to receive dividends, if any, as may be declared from time to time by our board of directors out of legally available funds. Holders of Series A Stock are entitled to receive dividends on shares of Series A Preferred equal (on an as-converted to common stock basis) to and in the same form as dividends actually paid on our common stock.

Liquidation

In the event of our liquidation, dissolution or winding up, holders of our common stock and holders of Series A Stock will be entitled to share ratably (on an as-converted to common stock basis) in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities, subject to the satisfaction of any liquidation preference granted to the holders of any outstanding shares of preferred stock.

Rights and Preferences

Holders of our common stock have no preemptive, conversion or subscription rights, and there are no redemption or sinking fund provisions applicable to our common stock. The rights, preferences and privileges of the holders of our common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of our preferred stock that we may designate and issue in the future.

Anti-Takeover Effects of our Articles of Incorporation and Wyoming Law

Our Articles of Incorporation provide for the issuance of up to 100,000,000 shares of common stock. Our authorized but unissued shares of common stock will be available for future issuance without stockholder approval. These additional shares may be utilized for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans. Our board has the authority to issue an unlimited additional amount of shares. The existence of unlimited authorized but unissued shares of common stock could render more difficult or discourage an attempt to obtain control of a majority of our common stock by means of a proxy contest, tender offer, merger or otherwise.

We may be or in the future we may become subject to Wyoming's control share law. The law focuses on the acquisition of a "controlling interest" which means the ownership of outstanding voting shares sufficient, but for the control share law, to enable the acquiring person to exercise the following proportions of the voting power of the corporation in the election of directors: (i) one-fifth or more but less than one-third, (ii) one-third or more but less than a majority, or (iii) a majority or more. The ability to exercise such voting power may be direct or indirect, as well as individual or in association with others. The effect of the control share law is that the acquiring person, and those acting in association with it, obtains only such voting rights in the control shares as are conferred by a resolution of the stockholders of the corporation, approved at a special or annual meeting of stockholders. The control share law contemplates that voting rights will be considered only once by the other stockholders. Thus, there is no authority to strip voting rights from the control shares of an acquiring person once those rights have been approved. If the stockholders do not grant voting rights to the control shares acquired by an acquiring person, those shares do not become permanent non-voting shares. The acquiring person is free to sell its shares to others. If the buyers of those shares themselves do not acquire a controlling interest, their shares do not become governed by the control share law. If control shares are accorded full voting rights and the acquiring person has acquired control shares with a majority or more of the voting power, any stockholder of record, other than an acquiring person, who has not voted in favor of approval of voting rights is entitled to demand fair value for such stockholder's shares.

Wyoming's control share law may have the effect of discouraging takeovers of the corporation. In addition to the control share law, Wyoming has a business combination law which prohibits certain business combinations between Wyoming corporations and "interested stockholders" for three years after the "interested stockholder" first becomes an "interested stockholder," unless the corporation's board of directors approves the combination in advance. For purposes of Wyoming law, an "interested stockholder" is any person who is (i) the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the outstanding voting shares of the corporation, or (ii) an affiliate or associate of the corporation and at any time within the three previous years was the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the then outstanding shares of the corporation. The definition of the term "business combination" is sufficiently broad to cover virtually any kind of transaction that would allow a potential acquiror to use the corporation's assets to finance the acquisition or otherwise to benefit its own interests rather than the interests of the corporation and its other stockholders. The effect of Wyoming's business combination law is to potentially discourage parties interested in taking control of the Company from doing so if it cannot obtain the approval of our board of directors.

OTCQB Venture Market

Our common stock trades under the symbol "QRON" on the OTCQB Venture Market.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Vstock Transfer, LLC, 18 Lafayette Place, Woodmere, NY 11598.

EX-10.26

THIRD AMENDMENT TO SERVICES AGREEMENT

This Third Amendment to the Services Agreement, dated December 8, 2019, to the Services Agreement, dated December 14, 2017 between  Ariel Scientific Innovations Ltd., a company organized under the laws of Israel ("Ariel"), and Qrons Inc., a Wyoming corporation (the “Company”). as amended by First Amendment to Services Agreement, dated April 12, 2018 and a Second Amendment to Services Agreement dated Dec. 14, 2018 (collectively, the “Services Agreement”)

WHEREAS, the Company and Ariel are parties to the Services Agreement; and

WHEREAS, the Company and Ariel desire to amend the Services Agreement to extend the term thereof for an additional twelve months as provided herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, the parties hereto agree as follows:

1.Definitions. Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Services Agreement.

2.   Amendment. The Services Agreement shall be hereby amended as follows:

   The Service Period as defined in Section 1.2 of the Services Agreement is hereby extended for an additional twelve-month period and shall terminate on December 14, 2020.

3.Fees. In consideration for the performance of the Services, the Company shall pay Ariel $17,250 within 30 days of the date hereof and an additional $17,250 on or before May 1, 2020.

3.Ratification. Except as specifically amended hereby, all of the terms and conditions of the Services Agreement shall remain in full force and effect and are hereby ratified and approved.

4.Counterparts. This Third Amendment may be executed in one or more counterparts each of whch when executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

IN WITNESS WHEREOF, this Third Amendment has been executed by the parties hereto as of December 8, 2019.

Ariel Scientific Innovations Ltd. By: /s/Larry Loev
Name: Larry Loev
Title: Chief Executive Officer
Qrons Inc. By: /s/ Jonah Meer
Jonah Meer Chief Executive Officer

EX-10.27

SECURITIES PURCHASE AGREEMENT

This securities purchase agreement (this “Agreement”) is made by and between Qrons Inc., a Wyoming corporation (the "Company"), and __________________, a citizen and resident of the State of _________________ (the “Undersigned”) as of December ___, 2019. The Undersigned hereby irrevocably agrees to purchase the Company’s eight percent (8%) convertible promissory note, issued in the amount of $_____________, the form of which is attached hereto as Exhibit A (the “Note”), which Note is and shall be, at the option of the Undersigned except as therein stated, convertible in accordance with its terms into shares of common stock of the Company, par value $0.0001 per share, which common stock trades on the OTC Markets “OTC-QB” under the  symbol “QRON” ("Common Stock").  In addition to the Note, and as a material part of the Purchase Price (defined below), the Company shall issue to the Undersigned a warrant (the “Warrant”) to purchase _________ shares [one (1) share per dollar invested] of Common Stock upon the terms and conditions contained in the Warrant, attached hereto as Exhibit B. The purchase price for the Note and the Warrant shall be $______________ (the “Purchase Price”). The Note and the Warrant, and any shares of Common Stock into which the Note may hereafter be convertible or the Warrant exercisable, as applicable, may hereinafter collectively be referred to as the "Securities."

The purchase and sale of the Securities pursuant to this Agreement is part of a sale of up to $500,000.00 in total of Notes and Warrants, all on substantially the same terms as contained in this Agreement. This offering is being made pursuant to exemptions available under the Securities Act of 1933, as amended (the "Act"), including without limitation Rule 506 of Regulation D promulgated under the Act, and under certain other laws, including the applicable securities laws of all applicable states in the United States. There is no minimum amount required for the Company to accept subscriptions and there can be no assurances that the entire $500,000 of Notes or any Notes will be sold. The Company is under no obligation to return any subscription amounts once accepted. except as otherwise herein stated or as required by applicable law.

By completing, executing, and delivering this Securities Purchase Agreement to the Company, together with the Purchase Price via personal check or wire transfer, and subject to the Company’s acceptance of such subscription, the Undersigned will have agreed to purchase the Notes subscribed for hereunder. Within two (2) business days after the receipt by the Company of good funds from the Undersigned, the Company will evidence its acceptance by countersigning and mailing an original of this Agreement along with the original Note and Warrant representing the Securities to the Undersigned. Subscriptions received by the Company are irrevocable except as otherwise herein stated or as required by applicable law. The Company will at all times keep in reserve sufficient shares of Common Stock to permit the holder of the Note to convert the Note, and exercise the Warrant, in full into Common Stock in accordance with their respective terms.

The Undersigned acknowledges that none of the Securities have been registered under the Act, or the securities laws of any state, that the Securities are being purchased for investment purposes and not with a view to distribution or resale, nor with the intention of selling, transferring or otherwise disposing of all or any part of such Securities for any particular price, or at any particular time, or upon the happening of any particular event or circumstances, except selling, transferring, or disposing of said Securities made in full compliance with all applicable provisions of the Act, the rules and regulations promulgated by the U.S. Securities and Exchange Commission (“SEC”) thereunder, and applicable state securities laws; and that such Securities must be held indefinitely unless they are subsequently registered under the Act, or an exemption from such registration is available, and will require an opinion of counsel that registration is not required under the Act or such state securities laws, and that the certificates to be issued will bear a legend indicating that transfer of the Securities have not been so registered and the legend may bear the following or similar words:

1

The Securities represented hereby have not been registered under the Securities Act of 1933, as amended (the "Act") or the securities laws of any state. The Securities have been acquired for investment purposes and not with a view to distribution or resale, and may not be sold, assigned, made subject to a security interest, pledged, hypothecated, transferred or otherwise disposed of without an effective registration statement for such Securities under the Act and applicable state securities laws, or an opinion of counsel reasonably satisfactory to the Company to the effect that registration is not required under such Act and such state securities laws.

The Company hereby grants, and the Undersigned shall have piggyback registration rights with respect to the shares of common stock convertible or exercisable, as the case may be, which may be held by the Undersigned for one registration other than a registration (i) filed in connection with any employee stock option or other benefit plan, (ii) for a dividend reinvestment plan,  (iii) in connection with a merger or acquisition  provided, that if the offering with respect to which a registration statement is filed is an underwritten primary or secondary offering and the managing underwriter advises the Company that in its opinion the number of securities requested to be included in such registration exceeds the number that can be sold in such offering without adversely affecting such underwriter’s ability to effect an orderly distribution of such securities or otherwise adversely effecting such offering (including, without limitation, causing a diminution in the offering price of the Company’s securities) the Company will include in such registration statement: (A) first, the securities being sold for the account of the Company; (B) second, the number of securities with respect to which the Company has granted rights to participate in such registration that, in the opinion of such underwriter, can be sold pro rata among the respective holders of such securities on the basis of the amount of such securities then owned by each such holder, or (iv) where registration rights of a third party to register its shares for resale preclude the registration of additional shares on any such registration statement without the approval of such third party having such registration rights. The shares removed from any such registration statement as a result of an underwriter’s determination or a “cutback comment” from the SEC shall have piggyback registration rights with respect to any future registration statement filed by the Company that would permit the inclusion of such shares, subject to the above provisions..

In connection with the purchase of the Securities, the Undersigned represents and warrants that:

(a)The Undersigned has not received any general solicitation or general advertising regarding the purchase of the Securities. The Undersigned is purchasing the Securities for its own account for investment only and not with a view towards, or in connection with, the public sale or distribution thereof, except pursuant to sales registered under or exempt from the 1933 Act.

(b)To the knowledge of the Undersigned, there is no broker or finder in connection with this transaction.

2

(c)The Undersigned has sufficient knowledge and experience of financial and business matters so that it is able to evaluate the merits and risks of purchasing the Securities and it has had substan-tial experience in previous private and public purchases of securities.

(d)The Undersigned does not require for any liquidity needs the funds being used to purchase the Securities, the Undersigned has adequate means to provide for any personal needs, and possesses the ability to bear the economic risk of holding the Securities purchased hereunder indefinitely, and can afford a complete loss on the purchase of these Securities.

(e)Prior to execution of this Agreement and purchase of the Securities, the Undersigned has read and understands this Agreement, the Note and the Warrant, and has had full opportunity to ask questions of and receive answers from the Company and its officers and authorized representatives regarding the terms and conditions of each of the said documents, and the transactions contemplated hereby, as well as the affairs of the Company and related matters including the Company’s quarterly and annual reports, which can be found at www.sec.gov. The Undersigned confirms that it does not desire at this time to receive any further information.

(f)A restrictive legend will be placed upon the Note and upon the Warrant, and, if converted or exercised (as applicable) prior to an applicable registration exemption becoming available, any stock certificates representing the Securities purchased hereunder, and that instructions will be placed upon the Company's records for the Securities prohibiting the transfer of the Securities absent full compliance with the Act and applicable state securities laws.

(g)The Company intends to use the proceeds from the sale of the Securities for general working capital purposes.

(h)The purchase price of the Securities being purchased hereby has been determined based solely on the current market price of the Common Stock, and bears no relationship to the assets or book value of the Company, or other customary investment criteria.

(i)This Agreement is subject to the Company's acceptance and may be rejected by the Company, in whole or in part, at any time prior to its execution hereof, in its sole discretion, for any reason or no reason at all. If this subscription is rejected in whole, all funds received from the Undersigned will be returned without interest or offset, and this Agreement shall thereafter be of no further force or effect.

(j)There is no contract, undertaking, agreement or arrangement by the Undersigned with any person to sell, transfer or pledge to such person or anyone else the Securities or any part thereof, and the Undersigned has no present plans to enter into any such contract, undertaking, agreement or arrangement.

(k)The Undersigned is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D.  The Undersigned has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment made pursuant to this Agreement.  The Undersigned is aware that it may be required to bear the economic risk of an investment made pursuant to this Agreement for an indefinite period of time and is able to bear such risk for an indefinite period.

3

(l)The Undersigned agrees to offer, sell or otherwise transfer the Securities only  (i) in accordance with the terms of this Agreement and with the requirements of applicable law, and  (ii) pursuant to registration under the 1933 Act or to an exemption from registration under the 1933 Act and any other applicable securities laws. The Undersigned does not by its representations contained in this section agree to hold the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time pursuant to a registration statement or in accordance with an exemption from registration under the 1933 Act, in all cases in accordance with applicable state and federal securities laws. The Undersigned shall have the right to rely upon the provisions, representations and warranties of the Company pursuant to this Agreement and otherwise for purposes of any sales or transfers of Securities.

No legal Advice from the Company.  The Undersigned acknowledges that it had the opportunity to review this Agreement and the transaction contemplated by this Agreement with its own legal counsel and investment and tax advisors (collectively, “Advisors”).  The Undersigned is relying solely on its own Advisors and not on any statements or representations of the Company or any of its representatives or agents for legal, tax or investment advice with respect to this investment in the Securities, the transactions contemplated by this Agreement, or the securities laws of any jurisdiction.

Except for any rescission rights that may be provided under applicable laws, the Undersigned is not entitled to cancel, terminate, or revoke this Agreement once accepted and counter-signed by the Company.

The Company agrees to provide one (1) legal opinion at its expense with respect to the removal of any restrictive legend and deposit of the Securities into the brokerage account of the Undersigned, upon the request of the Undersigned and once an exemption from registration under the Act is available. The Company will take all reasonable and lawful steps to assist the Undersigned in removing any restrictive legends on any Securities at any time after the Securities are registered, or an applicable exemption from registration is available with respect thereto.

The Company is duly organized and existing in good standing under the laws of the State of Wyoming in which it is incorporated, except as would not have a Material Adverse Effect (as defined below), and has the requisite corporate power to own its properties and to carry on its business as now being conducted.  The Company and is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary and where the failure so to qualify would have a Material Adverse Effect. The Company represents and warrants that the execution, delivery and performance of this Agreement and the other transaction documentation by the Company and the consummation by it of the transactions contemplated hereby and thereby will not (i) result in a violation of the Company’s Articles of Incorporation or Bylaws or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company is a party, or result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or by which any property or asset of the Company is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect). “Material Adverse Effect” as used in this Agreement means any material adverse effect on the operations, properties or financial condition of the Company. The Company does not have any subsidiaries.

4

The Company represents and warrants that there is no action, suit, proceeding, inquiry or investigation before or by any court, public board or body (including without limitation the SEC) pending or, to the knowledge of the Company, threatened against or affecting the Company, wherein an unfavorable decision, ruling or finding would have a Material Adverse Effect on it, or which would adversely affect the validity or enforceability of, or the authority or ability of the Company to perform its obligations under, this Agreement or any of the documents contemplated herein.

The Company represents and warrants that neither the Company  nor any officer, director or other person acting on behalf of the Company , in the course of his actions for or on behalf of the Company, used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

GOVERNING LAW: MISCELLANEOUS.

(a)  Governing Law.  This Agreement shall be governed by and interpreted in accordance with the laws of the State of __________, applicable to contracts to be wholly performed within said State, without regard to the principles of conflict of laws. Jurisdiction and venue for any civil action between the parties for any reason shall be in_______________________ and no other place.

(b)  Blue Sky Qualification.  The purchase of Securities under this Agreement is expressly conditioned upon the exemption from qualification of the offer and sale of the Securities from applicable federal and state securities laws. The Company shall not be required to qualify this transaction under the securities laws of any jurisdiction and, should qualification be necessary, the Company shall be released from any and all obligations to maintain its offer, and may rescind any sale contracted, in such jurisdiction, so long as the Purchase Price is immediately returned to the Undersigned via wire transfer.

(c)  Counterparts.  This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party.

(d)  Headings.  The headings of this Agreement are for convenience of reference and shall not form part of or affect the interpretation of this Agreement.

(e)  Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.

5

(f) Entire Agreement, Amendments; Further Assurances.  This Agreement supersedes all other prior oral or written agreements between the Undersigned, the Company, their respective affiliates and persons acting on their behalf with respect to the matters discussed herein., This Agreement and the Warrant and Note contain the entire understanding of the parties with respect to the matters covered herein and therein.  No provision of this Agreement may be waived or amended other than in writing by the parties hereto.  Each party hereto shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

(g) Facsimile or Electronic Signatures. This Agreement may be executed and delivered by electronic mail delivery. A signed photocopy or digital scan of this Agreement shall be treated as an original, and shall be deemed to be as binding, valid, genuine, and authentic as an originally signed agreement for all purposes.

(h)  Notices.  Any notices, consents, waivers, or other communications required or permitted to be given under this Agreement must be in writing and will be deemed to have been delivered (i) upon receipt, when delivered personally; (ii) upon confirmation of receipt, when sent by electronic mail; (ii) five (5) days after  sent by U.S. certified mail, return receipt requested, or (iii) one (1) day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same.  The addresses and email addresses for such communications shall be:

If to the Company, to:

Qrons, Inc.

50 Battery Place, #7T

New York, New York 10280 ___________________

___________________

Telephone: (212)-945-2080

Email: jmeer@qrons.com

Attention: Mr. Jonah Meer, CEO

If to the Undersigned, to its address, and email address set forth on the signature page affixed hereto. Each party shall provide five (5) days’ prior written notice to the other party of any change in address.

[SIGNATURE PAGE FOLLOWS]

6

[SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the last date written below.

QRONS INC.

By: ____________________________Date:

       Jonah Meer, Chief Executive Officer

PURCHASER:Date:

____________________________

____________________________

[if entity]

[Name]

By: ________________________________

Name:

Title:

Mailing and Email Address:

_____________________

_____________________

_____________________

_____________________

7

EX-10.28

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS (COLLECTIVELY, THE “LAWS”). THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF EITHER (I) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE LAWS, OR (II) AN OPINION OF COUNSEL PROVIDED TO THE ISSUER IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE ISSUER TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE LAWS DUE TO AN AVAILABLE EXCEPTION TO OR EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE LAWS.

DECEMBER ___, 2019

NOTE # __  $_____,000.00

QRONS, INC.

EIGHT PERCENT (8%) CONVERTIBLE PROMISSORY NOTE DUE DECEMBER 31, 2021

THIS NOTE is one of a series of duly authorized and validly issued 8% Convertible Notes (this note, the “Note” and collectively with the other notes of such series, the “Notes”) of Qrons, Inc., a Wyoming corporation (the "Company"), the common stock of which, on the date of this Note, trades on the OTC Markets under the trading symbol “QRON” designated as its Eight Percent (8%) Convertible Notes Due December 31, 2021, in a maximum aggregate principal face value for all Notes of this series of Five Hundred Thousand and no/100 United States Dollars (US$500,000.00). This Note is issued in accordance with the terms of that Securities Purchase Agreement between the Company and the Holder, dated even date herewith (the “Securities Purchase Agreement”).

FOR VALUE RECEIVED, the Company promises to pay to _______________ and its registered assigns (the “Holder”), the principal sum of $_________ (“Principal Amount”) on December 31, 2021 (the “Maturity Date”) or such earlier date as this Note is required or permitted to be repaid as provided hereunder, and to pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Note at the rate of 8% per annum on the Maturity Date in accordance with the provisions hereof.

Accrual of interest on the outstanding principal amount shall commence on the date hereof and shall continue until payment in full of the outstanding principal amount has been made or duly provided for. The interest so payable will be paid to the person or entity in whose name this Note (or one or more predecessor Notes) is registered on the records of the Company regarding registration and transfers of the Note (the "Note Register"); this Note may be assigned by the Holder in whole or in part at any time, in accordance with the terms of this Note and with applicable law.

1

The Company will pay the outstanding principal of and any and all accrued and unpaid interest due upon this Note on the Maturity Date, in cash, less any amounts required by law to be deducted or withheld, to the record Holder of this Note. Interest may at the Holder’s option (except as stated below) be paid in Common Stock (defined below), with the number of shares of Common Stock to be delivered in payment of such interest determined by taking the dollar amount of interest being paid divided by the applicable Conversion Price (defined below).

This Note is subject to the following additional provisions:

1.Withholding. The Company shall be entitled to withhold from all payments of principal or interest pursuant to this Note any amounts required to be withheld under the applicable provisions of the United States income tax or other applicable laws at the time of such payments, but only to the extent so required. The Holder shall confirm in writing that it is not subject to any such withholding (or state that it is), if requested by the Company at any time.

2.Transfer/Exchange of Note; Registered Holder; Opinion of Counsel; Legend. This Note has been issued subject to investment representations of the original purchaser hereof and may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended (the “1933 Act”) and applicable state securities laws. Prior to due presentment for transfer of this Note, the Company and any agent of the Company may treat the person in whose name this Note is duly registered on the Company's Note Register as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company nor any such agent shall be affected or bound by notice to the contrary. This Note may be freely assigned in whole or in part by Holder at any time, so long as in accordance with applicable law and regulations, including federal and state securities laws.

The Holder understands and acknowledges by its acceptance hereof that (i) this Note and the shares of common stock in the Company issuable upon conversion thereof as herein provided (“Conversion Shares”), and any shares of Common Stock payable as interest hereunder (“Interest Shares”) have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (a) registered thereunder, or (b) the Holder shall have delivered to the Company or its transfer agent (as applicable, the “Transfer Agent”) an opinion of counsel, reasonably satisfactory in form, substance and scope to the Company to the effect that the securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration; (ii) any sale of such securities made in reliance on Rule 144 promulgated under the 1933 Act may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any

2

resale of such securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other regulation and/or exemption under the 1933 Act or the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) thereunder; and (iii) neither the Company nor any other person is under any obligation to register such securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Holder may assign this Note in whole or in part, or any Common Stock issued or to be issued pursuant to a conversion of this Note, may be assigned freely at any time by the Holder to an affiliate of the Holder, so long as in accordance with all applicable laws and regulations.

3.Conversion of Note into Common Stock; Redemption.

The Holder of this Note is entitled, at its sole option, at any time commencing five (5) days after the date of this Note, to convert all or any portion of the Principal  Amount of this Note, along with accrued and unpaid interest, into shares of common stock of the Company, par value $0.0001 per share ("Common Stock"), at a conversion price (the "Conversion Price") for each share of Common Stock equal to the lesser of: (a) fifty cents ($.50) per share; or (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 the thirty (30) trading days prior to the date of delivery of the applicable Notice of Conversion; or (c) so long as lower than (a) or (b), such price per share of Common Stock as the Company and the Holder may agree from time to time.

Any conversion of this Note shall be achieved by submitting to the Company (or to the Transfer Agent) the fully completed form of conversion notice attached hereto as Exhibit A, (a "Notice of Conversion"), executed by the Holder of this Note evidencing such Holder's intention to convert this Note or the specified portion (as therein provided) hereof. A Notice of Conversion may be submitted via electronic mail to the Company, or by physical delivery of such Notice of Conversion to the Company at the address provided by the Company. Nothing herein shall operate to prohibit the parties from transmitting and receiving a Notice of Conversion by other means by mutual agreement. The Company and the Holder shall each keep records with respect to the portion of this Note then being converted and all portions previously converted; upon receipt by the Holder of the requisite Conversion Shares, the outstanding principal amount of the Note shall be reduced by the amount specified in the Notice of Conversion. Likewise, upon receipt by the Holder of the requisite number of Interest Shares, the interest owed under the Note shall be reduced by the appropriate amount. The Company may from time to time, but is not required to, instruct the Holder and the Holder shall surrender this Note along with the Notice of Conversion for the purposes of making a notation thereon as to the amount of principal being converted, or of canceling this Note and issuing a new Note in the same form with the principal amount of such Note reduced by the amount converted. Such new or notated Note shall be delivered to the Holder within three (3) business days after such Holder’s surrender to the Company. No fractional shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. Accrued interest on the converted portion of the Note shall be payable upon conversion thereof, in cash or Common Stock at the Conversion Price, at the Holder’s option. The date on which a Notice of Conversion is given (a “Conversion Date”) shall be deemed to be either the date on which the Company receives from the Holder a Notice of Conversion duly executed.

3

In all cases, the Company shall cause the Conversion Shares (and Interest Shares, if any) to be delivered to the Holder within five (5) business days after the Conversion Date with respect to such shares of Common Stock being delivered, and at the address specified for the Holder in the Notice of Conversion. Should the Company for any reason not deliver all Conversion Shares due within five (5) business days after the Conversion Date as herein specified, then in addition to all other available remedies at law or in equity, liquidated damages (and not as a penalty) (each a “Damage”) shall be levied and accrue against the Company in the amount of $10 per $1,000 of principal converted for which Conversion Shares (and Interest Shares, if any) are not timely delivered, for each business day past the said five (5) business day deadline until all of the required Conversion Shares (and Interest Shares, if any) are delivered in full to the Holder. The Damage shall at the Holder’s option either (i) be paid in cash by the Company to the Holder by wire transfer within one (1) day after the Damage accrues, or (ii) be added to the principal amount of the next conversion(s) and paid in additional Conversion Shares issued at the applicable Conversion Price, to be delivered to the Holder along with all Conversion Shares to be received as a result of the said next conversion(s). Thus, if the Holder converted $10,000 of principal, and the Conversion Shares were not delivered until eight  business days after the Notice of Conversion was delivered to the Company, then the Damage would be $10 X 10 X (8-5 = 3) = $300.00. This Damage would have to be either paid by the Company to the Holder in cash, or at its option the Holder could add the said $300.00 Damage to the next Notice of Conversion and receive the Damage in Conversion Shares at the Conversion Price.

Any portion of this Note which remains unconverted on the Maturity Date shall be paid in full in cash along with all interest accrued but unpaid. Notwithstanding the preceding sentence, at the Holder’s sole option, all or any portion of this Note which remains unconverted on the Maturity Date shall, along with all interest accrued but unpaid, be converted into shares of Common Stock as of the Maturity Date, as if the Holder had converted the remaining portion of this Note according to the provisions of this Section 3, with the Conversion Date being equivalent in such event to the Maturity Date, as if the Holder had provided the Company with a Notice of Conversion with respect to the outstanding principal amount of this Note on the Maturity Date.

Notwithstanding anything herein to the contrary, the Company shall have the limited right, with the Holder’s written consent, to redeem any unconverted portion of this Note at any time prior to conversion, or prior to the Maturity Date, at a price equal to the then outstanding principal amount of this Note (the “Redemption Premium”), plus all interest due on this Note at such time. For any redemption to be made pursuant to this paragraph, the Company shall give to the Holder five (5) business days’ written notice (a “Redemption Notice”) of its intention to so redeem the Note or a portion thereof, assuming that the Holder has not delivered to the Company a Notice of Conversion with respect to the Note (or portion thereof)

4

sought to be redeemed (in which case the Redemption Notice shall be null and void). Upon notice of its intention to redeem the Note, so long as the Holder agrees to the redemption, the Company shall immediately, but in any event within five (5) business days after notice of its intention to so redeem is delivered, and within such five (5) business day period (unless the Holder agrees in writing to a later date), transfer the full redemption price to the Holder. Should the Company not timely pay to the Holder the full redemption amount described in this Note, then its redemption rights as described in this paragraph shall be nullified, unless the Holder consents otherwise in writing.

Should the Company lose its listing on the OTC Market, and not restore its listing to the same or another public securities exchange or market within sixty (60) days thereof, then the Company must redeem this Note as stated above within ten (10) business days after the Holder’s demand therefor.

The Companyhereby represents and warrants that the Conversion Shares to be issued upon the conversion of the Note when issued will be fully paid and non-assessable.

As of the date hereof, to the Company’s knowledge, there is no action, proceeding or investigation pending or threatened that questions the validity of the issuance of this Note or any Conversion Shares to the Holder.and there is no other agreement or understanding between the Holder and the Companythat would preclude the Holder from selling or otherwise disposing of all of the Conversion Shares.

4.Conversion Restrictions.  Notwithstanding anything to the contrary set forth herein, in no event shall any holder of this Note be entitled to convert this Note in excess of such portion of the principal of the Note that, upon giving effect to such conversion, would result in the aggregate number of shares of Common Stock beneficially owned by such converting holder and its affiliates to exceed 4.99% of the outstanding shares of the Common Stock following such conversion. For purposes of this Section 4(b), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended.

5.Obligations of the Company Herein are Unconditional. No provision of this Note or any other agreement or understanding between the Company and the Holder shall alter or impair the obligation of the Company, which obligation is absolute and unconditional, to repay the principal amount of this Note and all interest thereon at the time, place and rate herein stated, to the extent not converted into Common Stock. This Note and all other Notes now or hereafter issued in replacement of this Note on the same or similar terms are direct obligations of the Company. This Note ranks at pari passu with all other Notes in this series of Notes. The Conversion Price and number of shares of Common Stock issuable upon conversion shall be subject to adjustment from time to time as provided in Section 6 below.

5

6.Adjustments.

(a)  In the event the Company should at any time or from time to time, after the date of this Note, fix a record date for the effectuation of a split or subdivision of the outstanding shares of Common Stock or the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in additional shares of Common Stock (equal to at least ten percent (10%) or more of the Company's then issued and outstanding shares of Common Stock) or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly additional shares of Common Stock (hereinafter referred to as "Common Stock Equivalents") without payment of any consideration by such holder for the additional shares of Common Stock or the Common Stock Equivalents (including the additional shares of Common Stock issuable upon conversion or exercise thereof), then, as of such record date (or the date of such dividend, distribution, split or subdivision if no record date is fixed),  unless the Conversion Price is otherwise automatically adjusted in accordance with the terms of this Note, the Conversion Price shall be appropriately decreased so that the number of shares of Common Stock issuable on conversion of this Note shall be increased in proportion to such increase in the aggregate number of shares of Common Stock outstanding and those issuable with respect to such Common Stock Equivalents.

 (b)  If the number of shares of Common Stock outstanding at any time after the date of this Note is decreased by a combination of the outstanding shares of Common Stock, then, following the record date of such combination, the Conversion Price shall be appropriately increased if necessary so that the number of shares of Common Stock issuable upon conversion of this Note shall be decreased in proportion to such decrease in outstanding shares.

(c) In the event the Company, at any time while all or any portion of this Note is outstanding, shall be consolidated with or merged into any other corporation or corporations or shall sell or lease all or substantially all of its property and business as an entirety, then lawful provisions shall be made as part of the terms of such consolidation, merger, sale or lease so that the holder of this Note may thereafter receive in lieu of such Common Stock otherwise issuable to such holder upon conversion of this Note, but at the conversion rate which would otherwise be in effect at the time of conversion, as hereinbefore provided, the same kind and amount of securities or assets as may be issuable, distributable or payable upon such consolidation, merger, sale or lease with respect to Common Stock of the Company.

7.Reservation of Shares. The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of this Note, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all of the outstanding principal amount and accrued but unpaid interest.

8.Note Holder Not Deemed a Stockholder. No Holder, as such, of this Note shall be entitled (prior to conversion of this Note into Common Stock, and only then to the extent of such conversion) to vote or receive dividends or be deemed the holder of shares of the Company for any purpose, nor shall anything contained in this Note be construed to confer upon the Holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the holder of this Note of the Conversion Shares or Interest Shares which such holder is then entitled to receive upon the due conversion of all or a portion of this Note.

6

9.No Limitation on Corporate Action. No provisions of this Note and no right or option granted or conferred hereunder shall in any way limit, affect or abridge the exercise by the Company of any of its corporate rights or powers to recapitalize, amend its Articles of Incorporation, reorganize, consolidate or merge with or into another corporation, or to transfer all or any part of its property or assets, or the exercise of any other of its corporate rights and powers.

10.Representations of Holder. If, at the time of issuance of any Conversion Shares, no registration statement is in effect with respect to such shares under applicable provisions of the Act, the Company may at its election require that the Holder provide the Company with written reconfirmation of the Holder’s investment intent and that any stock certificate delivered to the Holder for Conversion Shares shall bear a legend reading substantially as follows:

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER OF THIS CERTIFICATE THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.”

The Holder hereby represents and warrants to the Company and upon conversion of all or a portion of this Note, if requested by the Company, the Holder shall confirm in writing, in a form reasonably satisfactory to the Company, that the Conversion Shares and Interest Shares are being acquired solely for the Holder's own account and not as a nominee for any other party, for investment and not with a view to the sale or distribution of any part thereof, and Holder has no intention of selling or engaging in any public distribution of the same except pursuant to a registration or exemption therefrom. Such Holder is an Accredited Investor (as defined in Rule 501(a) of Regulation D promulgated under the 1933 Act). If such Holder cannot make such representations because they would be factually incorrect, it shall be a condition to such Holder's conversion of all or a portion of the Note that the Company receive such other representations as the Company considers reasonably necessary to assure the Company that the issuance of its securities upon conversion of the Note will not violate any United States or state securities laws.

Holder understands (i) that the Common Stock issuable upon exercise of Holder’s rights contained herein are not registered under the Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Note will be exempt from the registration and qualification requirements thereof, and (ii) that the Company’s reliance on such exemption is predicated on the representations by the Holder set forth in this Section 10.

7

11.Waiver of Demand, Presentment, Etc.  The Company hereby expressly waives demand and presentment for payment, notice of nonpayment, protest, notice of protest, notice of dishonor, notice of acceleration or intent to accelerate, bringing of suit and diligence in taking any action to collect amounts called for hereunder and shall be directly and primarily liable for the payment of all sums owing and to be owing hereunder, regardless of and without any notice, diligence, act or omission as or with respect to the collection of any amount called for hereunder.

12.Attorney’s Fees. The Company agrees to pay all costs and expenses, including without limitation reasonable attorney's fees, which may be reasonably incurred by the Holder in collecting any amount due under this Note or in enforcing any of Holder’s conversion rights as described herein, if the Holder is required to pursue legal action to so collect or enforce its rights described herein, and is successful in such legal action.

13.Default. If any one or more of the following described "Events of Default" shall occur:

(a)  The Company shall become and continue in default in the payment of principal or interest on this Note for a period of five (5) business days; or

(b)  (Intentionally Deleted.)

(c)  The Company shall fail to perform, in any material respect, any of its obligations under this Note and such failure shall continue uncured for a period of five (5) business days after written notice from the Holder of such failure; or

(d)  The Company shall either:  (i) become insolvent; (ii) admit in writing its inability to pay its debts generally or as they become due; (iii) make an assignment for the benefit of creditors or commence proceedings for its dissolution; or (iv) apply for, or consent to the appointment of, a trustee, liquidator, or receiver for its or for a substantial part of its property or business; or

(e)  A trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without the Company's consent and such appointment is not discharged within sixty (60) days after such appointment; or

(f)  Any governmental agency or any court of competent jurisdiction at the instance of any governmental agency shall assume custody or control of the whole or any substantial portion of the properties or assets of the Company and shall not be dismissed within sixty (60) days thereafter; or

8

(g)  Any money judgment, writ or Note of attachment, or similar process in excess of One Hundred Thousand United States Dollars (US$100,000.00) in the aggregate shall be entered or filed against the Company or any of its properties or assets and shall remain unpaid, unvacated, unbonded or unstayed for a period of fifteen (15) days or in any event later than five (5) days prior to the date of any proposed sale thereunder (this paragraph shall not include a civil action filed against the Company that is not reduced to judgment); or

(h)  Bankruptcy, reorganization, insolvency or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Company and, if instituted against the Company, shall not be dismissed within sixty (60) days after such institution or the Company shall by any action or answer approve of, consent to, or acquiesce in any such proceedings or admit the material allegations of, or default in answering a petition filed in, any such proceeding; or

(i)  The Company shall have its Common Stock delisted from the OTC Markets OTCQB or suspended from trading thereon, and shall not have its Common Stock relisted on the same or another national securities exchange or market, or have such suspension lifted, as the case may be, within sixty (60) days after such delisting or suspension;

then, or at any time thereafter, and in any and every such case, unless such Event of Default shall have been waived in writing by the Holder (which waiver in one instance shall not be deemed to be a waiver in another instance or for any other prior or subsequent Event of Default) at the option of the Holder and in the Holder's sole discretion, the Holder may immediately accelerate the maturity hereof, whereupon all principal and interest hereunder shall be immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by the Company, and the Holder may immediately, and upon the expiration of any period of grace, enforce any and all of the Holder's rights and remedies provided herein or any other rights or remedies afforded by law or equity.

14.Enforceability; Further Assurances.In case any provision of this Note is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity and enforceability of the remaining provisions of this Note will not in any way be affected or impaired thereby. Each party hereto shall do and perform, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Note.

15.Entire Agreement. This Note and the Securities Purchase Agreement constitute the full and entire understanding between the Company and the Holder with respect to the subject matter hereof and thereof. Neither this Note nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the Company and the Holder.

9

16.Governing Law; Remedies  The Company and the Holder, by its acceptance hereof, hereby agree that any dispute which may arise between them arising out of or in connection with this Note shall be adjudicated before a court located in ___________________, and they hereby submit to the exclusive jurisdiction of the federal and state courts of the State of ____________ located in ______________ with respect to any action or legal proceeding commenced by any party, and irrevocably waive any objection they now or hereafter may have respecting the venue of any such action or proceeding brought in such a court or respecting the fact that such court is an inconvenient forum, relating to or arising out of this Note or any acts or omissions relating to the sale of the securities hereunder, and consent to the service of process in any such action or legal proceeding by means of registered or certified mail, return receipt requested, postage prepaid, in care of the address set forth herein or such other address as either party shall furnish in writing to the other.

17.Headings.  Headings in this Note are for convenience only and shall not be used in the construction of this Note.

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by an officer thereunto duly authorized as of the date first hereinabove written.

[SIGNATURE PAGE FOLLOWS]

10

[SIGNATURE PAGE TO NOTE DATED NOVEMBER ___, 2019]

QRONS, INC.

By: ____________________________________________

       Jonah Meer, Chief Executive Officer

ASSIGNMENT FORM:

For value received, the Holder does hereby assign all of its right, title and interest in and to ______________ of the principal amount of this Note, along with any accrued and unpaid interest thereon, to ______________________________________________ _____________________________________________, as of ______________, 201___.

ACCEPTED BY NEW HOLDER:

___________________________________________

[Name of New Holder]

By: ________________________________________

       Duly Authorized Officer/Manager/Member

11

EXHIBIT A

NOTICE OF CONVERSION

(To Be Executed by the Registered Holder in Order to Convert the Note)

The Undersigned hereby irrevocably elects to convert $______________ of the Eight Percent (8%) Convertible Note Due December 31, 2021, No. __, into shares of Common Stock of Qrons Inc. (the "Company"), according to the terms and conditions set forth in such Note, as of the date written below. If securities are to be issued to a person other than the Undersigned, the Undersigned agrees to pay all applicable transfer taxes with respect thereto.

The Undersigned represents that it, as of this date, is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated by the SEC under the 1933 Act.

The Undersigned also represents that the Conversion Shares are being acquired for the Holder’s own account and not as a nominee for any other party and for investment and not with a view toward distribution. The Undersigned represents and warrants that all offers and sales by the Undersigned of the Conversion Shares shall be made pursuant to registration of the same under the 1933 Act, or pursuant to an exemption from registration under the 1933 Act. The Undersigned acknowledges that the Conversion Shares shall if (and only if) required by law contain the legend contained on page 1 of the Note.

Conversion Date: _____________________

Applicable Conversion Price: ______________________________

Principal: _________ Interest: ________Damage: ______  Total Converted:_______

Holder (Print True Legal Name): ______________________________________

__________________________________________________

(Signature of Duly Authorized Representative of Holder)

Address of Holder:  ___________________________

                               ____________________________

                               ____________________________

12

EX-31

Certification Pursuant to pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended

I, Jonah Meer, (Principal Executive Officer and Principal Financial and Accounting Officer), certify that:

1. I have reviewed this annual report on Form 10-K of Qrons Inc. (the "Company);

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.  As the registrant's certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15-d-15 (f) for the registrant and I have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

5.  As the registrant's certifying officer, I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

By:	/s/Jonah Meer
	Jonah Meer
	Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer)
Date: March 30, 2020

EX-32

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Jonah Meer, Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer) of Qrons Inc. (the "Company"), certifies, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350) that, to his knowledge, the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (the "Report"):

(1)fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

By:	/s/Jonah Meer
	Jonah Meer
	Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer)
Date: March 30, 2020

XML

Related Party Transaction (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2019	Aug. 20, 2019	Dec. 31, 2018	Sep. 27, 2017	Sep. 01, 2016
Due to related party	$ 50,000
Due to related party vendor payment	26,811
General and administrative expenses	93,300
Stock option - 50,000 vested shares [Member]
General and administrative expenses	44,175
Stock award - 37,500 vested shares [Member]
General and administrative expenses	49,125
Cubesquare Llc [Member]
Due to related party	$ 50,000
Interest percentage	8.00%			8.00%	8.00%
Interest expenses	$ 2,663
Accounts payable and accrued liabilities	2,663
Jonah Meer [Member]
Due to related party	135,000
Due to related party vendor payment	$ 25,642
Merfeld [Member]
Due to related party		$ 50,000
Due to related party vendor payment		$ 1,169

XML

Stock Plan (Details) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Share-based Payment Arrangement [Abstract]
Number of shares vested in period	92,500	10,000
Weighted average fair market value per share	$ 1.37	$ 2.8
Stock based compensation recognized	$ 126,875	$ 28,000

XML

Stock Plan (Details Narrative) - USD ($)							1 Months Ended			12 Months Ended
	Dec. 10, 2019	Dec. 10, 2018	Aug. 15, 2018	Dec. 14, 2017	Dec. 04, 2017	Dec. 14, 2016	Jul. 31, 2019	Apr. 16, 2018	Nov. 15, 2017	Dec. 31, 2019	Jan. 28, 2019	Jan. 23, 2018
Stock Plan (Textual)
Total unrecognized compensation remaining to be recognized in future periods										$ 110,156
Board of Directors Chairman [Member]
Stock Plan (Textual)
Stock award						440,000
Receive common stock vest upon grant date						150,000
Vested shares				145,000		145,000
Stock Option One [Member]
Stock Plan (Textual)
Stock award											30,000
Description of services agreement	Under the 2016 Stock Option and Award Plan, the Board awarded an employee, the following three-year stock options: (i) an option to purchase 33,334 shares of common stock, exercisable on December 10, 2019 at an exercise price of $2.00 per share (ii) an option to purchase 33,333 shares of common stock exercisable on December 10, 2020 at an exercise price of $2.00 per share, and (iii) an option to purchase 33,333 shares of common stock exercisable on December 10, 2021 at an exercise price of $2.00 per share, provided the advisor is still providing services to the Company						Under the 2016 Stock Option and Award Plan, the Board awarded a Science Advisor, the following three-year stock options: (i) an option to purchase 33,334 shares of common stock, exercisable on July 1, 2019 at an exercise price of $2.00 per share (ii) an option to purchase 33,333 shares of common stock exercisable on July 1, 2020 at an exercise price of $2.00 per share, and (iii) an option to purchase 33,333 shares of common stock exercisable on July 1, 2021 at an exercise price of $2.00 per share, provided the advisor is still providing services to the Company.		Under the 2016 Stock Option and Award Plan, the Board awarded a Science Advisor, the following three-year stock options: (i) an option to purchase 15,000 shares of common stock, exercisable on November 15, 2018 at an exercise price of $0.40 per share and (ii) an option to purchase 15,000 shares of common stock exercisable on November 15, 2019 at an exercise price of $0.40 per share, provided the advisor is still providing services to the Company.
Equity Option [Member]
Stock Plan (Textual)
Reserved shares for issuance						10
Stock award												10,000
Description of services agreement			Under the 2016 Stock Option and Award Plan, the Board granted a Science Advisor an option to purchase an aggregate of 20,000 shares of common stock at an exercise price of $2.00 per share. The option vests as to 6,667 shares on each of August 15, 2018 and August 15, 2019 and as to 6,666 shares on August 15, 2020 and remains exercisable as to each such installment for three years from the date of vesting.					Under the 2016 Stock Option and Award Plan, the Board awarded a Science Advisor, the following three-year stock options: (i) an option to purchase 10,000 shares of common stock, exercisable on April 16, 2018 at an exercise price of $2.00 per share and (ii) an option to purchase 10,000 shares of common stock exercisable on April 16, 2019 at an exercise price of $2.00 per share, and (iii) an option to purchase 10,000 shares of common stock exercisable on April 16, 2020 at an exercise price of $2.00 per share, provided the advisor is still providing services to the Company. provided the advisor is still providing services to the Company.	Under the 2016 Stock Option and Award Plan, the Board awarded two of its Science Advisors the following three-year stock options: (i) an immediately exercisable option to purchase 6,667 shares of common stock at an exercise price of $2.00 per share, (ii) an option to purchase 6,667 shares of common stock exercisable on November 15, 2018 at an exercise price of $2.00 per share and (iii) an option to purchase 6,666 shares of common stock exercisable on November 15, 2019 at an exercise price of $2.00 per share, provided the advisors are still providing services to the Company.
Stock Options Granted To Officers [Member]
Stock Plan (Textual)
Total unrecognized compensation remaining to be recognized in future periods										$ 0
Weighted average exercise price	$ 2	$ 2			$ 2
Shares of common stock under certain vesting terms		5 years			5 years
Vest and exercisable date					Dec. 04, 2018
Granted an option to purchase shares of common stock	325,000	325,000			300,000
Stock Options Granted Employees [Member]
Stock Plan (Textual)
Description of services agreement		(i) an option to purchase 33,334 shares of common stock, exercisable on December 10, 2018 at an exercise price of $2.00 per share (ii) an option to purchase 33,333 shares of common stock exercisable on December 10, 2019 at an exercise price of $2.00 per share, and (iii) an option to purchase 33,333 shares of common stock exercisable on December 10, 2020 at an exercise price of $2.00 per share
Weighted average exercise price		$ 2
Shares of common stock under certain vesting terms		5 years
Granted an option to purchase shares of common stock		145,000
Stock-based compensation		$ 54,840
Fourth Quarter [Member] | Stock Awards Not Yet Vested [Member]
Stock Plan (Textual)
Vested shares										290,000
December Fourteen Two Zero One Eight [Member] | Board of Directors Chairman [Member]
Stock Plan (Textual)
Vested shares										145,000

XML

Summary of Significant Accounting Policies (Details 1) - shares	6 Months Ended	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2019
Potentially dilutive securities net loss per share	2,081,734	3,239,501
Warrant [Member]
Potentially dilutive securities net loss per share	52,000
Research Warrants at 3% of issued and outstanding shares [Member]
Potentially dilutive securities net loss per share	386,170	392,694
Convertible Notes [Member]
Potentially dilutive securities net loss per share	27,864	261,107
Series A Preferred shares [Member]
Potentially dilutive securities net loss per share	700	700
Stock options vested [Member]
Potentially dilutive securities net loss per share	1,486,670	2,331,669
Stock options not yet vested [Member]
Potentially dilutive securities net loss per share	128,330	183,331
Stock purchase warrants [Member]
Potentially dilutive securities net loss per share		70,000

XML

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2019

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2 – Summary of Significant Accounting Policies

Financial Statement Presentation: 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 maturities of 90 days or less from the date of purchase to be cash equivalents.

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 $651,476 for the year ended December 31, 2019. Research and development costs were $919,706 for the year ended December 31, 2018

Advertising and Marketing Costs: Advertising and marketing costs are expensed as incurred. The Company incurred $256,106 and $56,879 in advertising and marketing costs during the years ended December 31, 2019 and 2018, respectively.

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.

Stock-Based Compensation and Other Share-Based Payments: 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, as described in Note 11, Stock Plan.

Fair Value of Financial Instruments

FASB ASC 820, Fair Value Measurements and Disclosures 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. FASB 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. FASB 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, 2019 and December 31, 2018:

	Fair value measurements on a recurring basis
	Level 1			Level 2			Level 3
As of December 31, 2019:
Liabilities
Derivative liabilities		$	-		$	-		$	89,367
As of December 31, 2018:
Liabilities
Derivative liabilities		$	-		$	-		$	36,827

Warrants: The Company accounts for common stock warrants in accordance with applicable accounting guidance provided in ASC Topic 815 "Derivatives and Hedging – Contracts in Entity's Own Equity" (ASC Topic 815), 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.   Presently all warrants issued and outstanding are accounted for using the equity method.

Income taxes: The Company has adopted ASC Topic 740 – "Income Taxes" ASC Topic 740 which requires the use of the asset and liability method of accounting for income taxes. Under the asset and liability method of ASC Topic 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 Topic 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 computation of basic loss per share for the years ended December 31, 2019 and 2018 excludes potentially dilutive securities of underlying share purchase warrants, convertible notes, stock options and preferred shares, because their inclusion would be antidilutive. As a result, the computations of net loss per share for each period presented is the same for both basic and fully diluted.

The table below reflects the potentially dilutive securities at each reporting period which have been excluded from the computation of diluted net loss per share:

	December 31, 2019		December 31, 2018
Stock purchase warrants		-		52,000
Research Warrants at 3% of issued and outstanding shares		392,694		386,170
Convertible Notes		261,107		27,864
Series A Preferred shares		700		700
Stock options vested		2,331,669		1,486,670
Stock options not yet vested		183,331		128,330
Stock purchase warrants		70,000		-
Total		3,239,501		2,081,734

New Accounting Pronouncements: Recent accounting pronouncements, other than below, 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.

In June 2018, an accounting update was issued by FASB to simplify the accounting for nonemployee share-based payment transactions resulting from expanding the scope of ASC Topic 718, Compensation-Stock Compensation, to include share-based payment transactions for acquiring goods and services from nonemployees. An entity should apply the requirements of ASC Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). The amendments specify that ASC Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments also clarify that ASC Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under ASC Topic 606, Revenue from Contracts with Customers. The amendments in this accounting update are effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. Early adoption is permitted, but no earlier than an entity’s adoption date of ASC Topic 606.

XML

Stock Plan (Tables)

12 Months Ended

Dec. 31, 2019

Share-based Payment Arrangement [Abstract]

Schedule of stock award

	December 31,		December 31,
	2019		2018
Number of shares vested in period		92,500		10,000
Weighted average fair market value per share	$	1.37	$	2.8
Stock based compensation recognized	$	126,875	$	28,000

Stock option compensation allocated as research and development expenses

	Twelve Months ended
	December 31,
	2019		2018
Research and development expenses	$	219,095	$	592,019

	Twelve Months ended
	December 31,
	2019		2018
General and administrative expenses	$	409,495	$	2,673,011

Schedule of fair value options assumptions

	Measurement date
Dividend yield		0%
Expected volatility	114.69 ~ 165.50%
Risk-free interest rate	1.66% ~ 2.68%
Expected life (years)	3 ~ 5
Stock Price	$	0.69 ~ 2.80
Exercise Price	$	0.40 ~ 2.00

Schedule of stock options

	December 31, 2019					December 31, 2018
				Weighted Average				Weighted Average
	Shares			Exercise Price		Shares		Exercise Price
Outstanding, beginning of period		1,615,000		$	1.97		670,000	$	1.93
Granted		950,000		$	2		945,000	$	2.00
Exercised		-		$	-		-	$	-
Canceled		(50,000	)	$	2		-	$	-
Outstanding, end of period		2,515,000		$	1.987		1,615,000	$	1.97
Options exercisable, end of period		2,331,669		$	1.98		1,486,670	$	1.98
Options expected to vest, end of period		183,331		$	1.98		128,330	$	1.81
Weighted average fair value of options granted				$	1.62			$	2.19

XML

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2019

Accounting Policies [Abstract]

Financial Statement Presentation

Financial Statement Presentation: 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

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

Use of Estimates

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

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

Research and Development Costs

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 $651,476 for the year ended December 31, 2019. Research and development costs were $919,706 for the year ended December 31, 2018

Advertising and Marketing Costs

Advertising and Marketing Costs: Advertising and marketing costs are expensed as incurred. The Company incurred $256,106 and $56,879 in advertising and marketing costs during the years ended December 31, 2019 and 2018, respectively.

Related parties

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.

Stock-Based Compensation and Other Share-Based Payments

Stock-Based Compensation and Other Share-Based Payments: 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, as described in Note 11, Stock Plan.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

FASB ASC 820, Fair Value Measurements and Disclosures 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. FASB 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. FASB 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, 2019 and December 31, 2018:

	Fair value measurements on a recurring basis
	Level 1			Level 2			Level 3
As of December 31, 2019:
Liabilities
Derivative liabilities		$	-		$	-		$	89,367
As of December 31, 2018:
Liabilities
Derivative liabilities		$	-		$	-		$	36,827

Warrants

Warrants: The Company accounts for common stock warrants in accordance with applicable accounting guidance provided in ASC Topic 815 "Derivatives and Hedging – Contracts in Entity's Own Equity" (ASC Topic 815), 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.   Presently all warrants issued and outstanding are accounted for using the equity method.

Income taxes

Income taxes: The Company has adopted ASC Topic 740 – "Income Taxes" ASC Topic 740 which requires the use of the asset and liability method of accounting for income taxes. Under the asset and liability method of ASC Topic 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

Basic and Diluted Loss Per Share: In accordance with ASC Topic 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 computation of basic loss per share for the years ended December 31, 2019 and 2018 excludes potentially dilutive securities of underlying share purchase warrants, convertible notes, stock options and preferred shares, because their inclusion would be antidilutive. As a result, the computations of net loss per share for each period presented is the same for both basic and fully diluted.

The table below reflects the potentially dilutive securities at each reporting period which have been excluded from the computation of diluted net loss per share:

	December 31, 2019		December 31, 2018
Stock purchase warrants		-		52,000
Research Warrants at 3% of issued and outstanding shares		392,694		386,170
Convertible Notes		261,107		27,864
Series A Preferred shares		700		700
Stock options vested		2,331,669		1,486,670
Stock options not yet vested		183,331		128,330
Stock purchase warrants		70,000		-
Total		3,239,501		2,081,734

New Accounting Pronouncements

New Accounting Pronouncements: Recent accounting pronouncements, other than below, 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.

In June 2018, an accounting update was issued by FASB to simplify the accounting for nonemployee share-based payment transactions resulting from expanding the scope of ASC Topic 718, Compensation-Stock Compensation, to include share-based payment transactions for acquiring goods and services from nonemployees. An entity should apply the requirements of ASC Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). The amendments specify that ASC Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments also clarify that ASC Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under ASC Topic 606, Revenue from Contracts with Customers. The amendments in this accounting update are effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. Early adoption is permitted, but no earlier than an entity’s adoption date of ASC Topic 606.

XML

Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Income Statement [Abstract]
Net sales
Operating expenses:
Research and development expenses	651,476	919,706
Professional fees	75,677	44,147
General and administrative expenses	789,279	2,941,092
Total operating expenses	1,516,432	3,904,945
Income (loss) from operations	(1,516,432)	(3,904,945)
Other income (expense)
Interest expense	(42,574)	(20,346)
Change in derivative liabilities	12,234	(5,737)
Total other income (expense)	(30,340)	(26,083)
Net (loss)	$ (1,546,772)	$ (3,931,028)
Net (loss) per common shares (basic and diluted)	$ (0.12)	$ (0.31)
Weighted average shares outstanding (basic and diluted)	12,998,973	12,770,845

XML

Stock Plan

12 Months Ended

Dec. 31, 2019

Share-based Payment Arrangement [Abstract]

Stock Plan

Note 11 – 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 Administrator of the Plan appointed by the Company's Board of Directors (the "Board"), or in the absence of an Administrator, by the Board. The Company has reserved 10 million shares for issuance under the Plan. 

Stock Awards:

On December 14, 2016, the Board awarded to each of Prof. Danny Baranes, a Science Advisor, and Dr. Liat Hammer, a former Science Advisor, a total of 440,000 shares of common stock of which 150,000 shares vested on December 14, 2016 and 145,000 shares vested on December 14, 2017. The balance of 145,000 shares did not vest as the nature of such services in such capacities were no longer provided to the Company.

The value of the vested awards had been recorded as research and development expenses in the respective periods.  A total of 290,000 stock awards did not vest during the fourth quarter of fiscal 2018.

On January 23, 2018, the Company awarded 10,000 shares of its common stock to Mr. Hilman under its 2016 Stock Option and Stock Award Plan, which shares were fully vested and recorded as advisory services on issuance.  On January 28, 2019, the Company issued 30,000 shares of common stock to Pavel Hilman for his continuing service on the Company's Board of Advisors.

In connection with the Term Sheet, on July 1, 2019, Dr. Bonfiglio was granted (i) 50,000 shares of common stock of the Company, 37,500 of which shares vested upon issuance on July 1, 2019 and 12,500 of which shares will vest on the earlier of (i) January 1, 2020 and (ii) the date the Company raises equity capital of $500,000, provided Dr. Bonfiglio is in the employ of the Company on such date. Mr. Bonfiglio was terminated, effective November 30, 2019.  All unvested stock awards were terminated on such date.

On September 18, 2019, the Company awarded 25,000 shares of common stock to Derrick Chambers, a member of its advisory board, under its 2016 Stock Option and Stock Award Plan, which shares were fully vested and recorded as advisory services on issuance.

	December 31,		December 31,
	2019		2018
Number of shares vested in period		92,500		10,000
Weighted average fair market value per share	$	1.37	$	2.8
Stock based compensation recognized	$	126,875	$	28,000

Stock Options:

(a)   Stock Options granted to Science Advisors:

On November 15, 2017, under the 2016 Stock Option and Award Plan, the Board awarded two of its Science Advisors the following three-year stock options: (i) an immediately exercisable option to purchase 6,667 shares of common stock at an exercise price of $2.00 per share, (ii) an option to purchase 6,667 shares of common stock exercisable on November 15, 2018 at an exercise price of $2.00 per share and (iii) an option to purchase 6,666 shares of common stock exercisable on November 15, 2019 at an exercise price of $2.00 per share, provided the advisors are still providing services to the Company.

On November 15, 2017, under the 2016 Stock Option and Award Plan, the Board awarded a Science Advisor, the following three-year stock options: (i) an option to purchase 15,000 shares of common stock, exercisable on November 15, 2018 at an exercise price of $0.40 per share and (ii) an option to purchase 15,000 shares of common stock exercisable on November 15, 2019 at an exercise price of $0.40 per share, provided the advisor is still providing services to the Company.

On April 16, 2018, under the 2016 Stock Option and Award Plan, the Board awarded a Science Advisor, the following three-year stock options: (i) an option to purchase 10,000 shares of common stock, exercisable on April 16, 2018 at an exercise price of $2.00 per share (ii) an option to purchase 10,000 shares of common stock exercisable on April 16, 2019 at an exercise price of $2.00 per share, and (iii) an option to purchase 10,000 shares of common stock exercisable on April 16, 2020 at an exercise price of $2.00 per share, provided the advisor is still providing services to the Company. 

On August 15, 2018, under the 2016 Stock Option and Award Plan, the Board awarded a Science Advisor, the following three-year stock options: (i) an option to purchase 6,667 shares of common stock, exercisable on August 15, 2018 at an exercise price of $2.00 per share (ii) an option to purchase 6,667 shares of common stock exercisable on August 15, 2019 at an exercise price of $2.00 per share, and (iii) an option to purchase 6,666 shares of common stock exercisable on August 15, 2020 at an exercise price of $2.00 per share, provided the advisor is still providing services to the Company.  

On July 1, 2019, under the 2016 Stock Option and Award Plan, the Board awarded a Science Advisor, the following three-year stock options: (i) an option to purchase 33,334 shares of common stock, exercisable on July 1, 2019 at an exercise price of $2.00 per share (ii) an option to purchase 33,333 shares of common stock exercisable on July 1, 2020 at an exercise price of $2.00 per share, and (iii) an option to purchase 33,333 shares of common stock exercisable on July 1, 2021 at an exercise price of $2.00 per share, provided the advisor is still providing services to the Company.  

(b)   Stock Options granted to Employees:

On December 10, 2018, under the 2016 Stock Option and Award Plan, the Board granted an immediately exercisable five-year option to purchase an aggregate of 145,000 shares of common stock at an exercise price of $2.00 per share to an employee of the Company for services provided to the Company as a "replacement award" for the same number of shares which did not vest as described in Note 7-Stock Awards. Applying the accounting guidance contained in ASC 718-20 the issuance of the stock option and concurrent cancelation of a stock award of the same number of shares is considered a "replacement award" and the Company has determined and expensed the incremental cost of the replacement award in the amount of $54,840.

On December 10, 2018, under the 2016 Stock Option and Award Plan, the Board awarded an employee the following three-year stock options: (i) an option to purchase 33,334 shares of common stock, exercisable on December 10, 2018 at an exercise price of $2.00 per share (ii) an option to purchase 33,333 shares of common stock exercisable on December 10, 2019 at an exercise price of $2.00 per share, and (iii) an option to purchase 33,333 shares of common stock exercisable on December 10, 2020 at an exercise price of $2.00 per share, provided the advisor is still providing services to the Company. 

On December 10, 2019, under the 2016 Stock Option and Award Plan, the Board awarded an employee, the following three-year stock options: (i) an option to purchase 33,334 shares of common stock, exercisable on December 10, 2019 at an exercise price of $2.00 per share (ii) an option to purchase 33,333 shares of common stock exercisable on December 10, 2020 at an exercise price of $2.00 per share, and (iii) an option to purchase 33,333 shares of common stock exercisable on December 10, 2021 at an exercise price of $2.00 per share, provided the advisor is still providing services to the Company.  

The following table is the recognized compensation in respect of the above stock option compensation ((a) and (b)) which amount has been allocated as below:

	Twelve Months ended
	December 31,
	2019		2018
Research and development expenses	$	219,095	$	592,019

As of December 31, 2019, and 2018, total unrecognized compensation remaining to be recognized in future periods totaled $105,683 and $198,088 respectively.

(c)   Stock Options granted to Officers:

On December 4, 2017, the Board granted five-year options to each of its two officers for the purchase of 300,000 shares of the common stock of the Company. The options have an exercise price of $2.00 and vest and become exercisable on December 4, 2018.

On December 10, 2018, the Board granted five-year options to each of its two officers for the purchase of 325,000 shares of the common stock of the Company. The options have an exercise price of $2.00 and are immediately exercisable.

On June 25, 2019, the Company appointed John N. Bonfiglio, PhD as its chief operating officer, effective July 1, 2019. As compensation, Dr. Bonfiglio was granted a three-year stock option to purchase 100,000 shares of common stock at an exercise price of $2.00 per share, 50,000 of which shares  vested upon grant and 25,000 shares will vest on each of July 1, 2020 and July 1, 2021, provided Dr. Bonfiglio is in the employ of the Company on such dates. If the Company raised equity capital of $1.5 million before December 31, 2019, unvested shares subject to the option will immediately vest and become exercisable, so long as Dr. Bonfiglio is in the Company's employ on such date. Mr. Bonfiglio was terminated as chief operating officer as of November 30, 2019.  Accordingly, all unvested stock options terminated on such date.

On December 10, 2019, the Board granted five-year options to each of its two officers for the purchase of 325,000 shares of the common stock of the Company. The options have an exercise price of $2.00 and are immediately exercisable.

The following table is the recognized compensation in respect of the above stock option compensation, which amounts have been allocated as general and administrative expenses:

	Twelve Months ended
	December 31,
	2019		2018
General and administrative expenses	$	409,495	$	2,673,011

As of December 31, 2019, and 2018, total unrecognized compensation remaining to be recognized in future periods totaled $0. 

The fair value of each option award referenced 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	114.69 ~ 165.50%
Risk-free interest rate	1.66% ~ 2.68%
Expected life (years)	3 ~ 5
Stock Price	$	0.69 ~ 2.80
Exercise Price	$	0.40 ~ 2.00

A summary of the activity for the Company's stock options at December 31, 2019 and December 31, 2018, is as follows:

	December 31, 2019					December 31, 2018
				Weighted Average				Weighted Average
	Shares			Exercise Price		Shares		Exercise Price
Outstanding, beginning of period		1,615,000		$	1.97		670,000	$	1.93
Granted		950,000		$	2		945,000	$	2.00
Exercised		-		$	-		-	$	-
Canceled		(50,000	)	$	2		-	$	-
Outstanding, end of period		2,515,000		$	1.987		1,615,000	$	1.97
Options exercisable, end of period		2,331,669		$	1.98		1,486,670	$	1.98
Options expected to vest, end of period		183,331		$	1.98		128,330	$	1.81
Weighted average fair value of options granted				$	1.62			$	2.19

XML

Related Party Transactions

12 Months Ended

Dec. 31, 2019

Related Party Transactions [Abstract]

Related Party Transactions

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 Note bears interest at the rate of 8% per annum and is due and payable by the Company upon demand from CubeSquare. We recorded interest expenses of $2,663 for the year ended December 31, 2019. As of December 31, 2019, the unpaid interest balance under Accounts payable and accrued liabilities – related party was $2,663.

(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.

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.

(3) Commitment

On June 25, 2019, the Company entered into a term sheet ("Term Sheet") with John N. Bonfiglio, PhD ("Bonfiglio") pursuant to which Dr. Bonfiglio will serve as the Company's chief operating officer, effective July 1, 2019. As compensation Dr. Bonfiglio was granted (i) 50,000 shares of common stock of the Company, 37,500 of which shares vested upon issuance on July 1, 2019 and 12,500 of which shares will vest on the earlier of (i) January 1, 2020 and (ii) the date the Company raises equity capital of $500,000 as described in the Term Sheet, provided Dr. Bonfiglio is in the employ of the Company on such date. The Term Sheet also provides for the grant of a three-year stock option to purchase 100,000 shares of common stock at an exercise price of $2.00 per share, 50,000 of which shares will vest upon grant and 25,000 shares will vest on each of July 1, 2020 and July 1, 2021, provided Dr. Bonfiglio is in the employ of the Company on such dates. If the Company raises equity capital of $1.5 million before December 31, 2019, unvested shares subject to the option will immediately vest and become exercisable, so long as Dr. Bonfiglio is in the Company's employ on such date and Dr. Bonfiglio will be appointed to the Company's board of directors.. In addition, Dr. Bonfiglio will be entitled to a salary of $12,000 per month which will be deferred and payable at the rate of 5% of equity capital raised by the Company up to $12,000 per month, only if such capital is raised.

The Term Sheet was terminated effective October 31, 2019.Mr. Bonfiglio was terminated as Chief Operating Officer effective November 30, 2019 and all unvested options and awards were concurrently terminated.

During the year ended December 31, 2019, fees incurred as general and administrative expenses relative to the aforementioned contract were as follows:

Stock option – 50,000 vested shares	$	44,175
Stock award – 37,500 vested shares		49,125
	$	93,300

(4) Others

During the year ended December 31, 2019, Jonah Meer, the Company’s Chief Executive Officer, made payments to various vendors in the accumulated amount of $25,642.  During the year ended December 31, 2019,Ido Merfeld, the Company’s President , made payments to various vendors in the accumulated amount of $1,169.  The balance of $26,811 is reflected in accounts payable, related party.

XML

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Accounting Policies [Abstract]
Research and development costs	$ 651,476	$ 919,706
Advertising or marketing costs	$ 256,106	$ 56,879
Research warrants issued and outstanding, percentage	3.00%

XML

Convertible Note - Related Party and Derivative Liabilities (Details Narrative) - USD ($)				1 Months Ended	12 Months Ended
	Sep. 09, 2018	Sep. 28, 2017	Sep. 27, 2017	Sep. 01, 2016	Dec. 31, 2019	Dec. 31, 2018
Convertible Note - Related Party and Derivative Liabilities (Textual)
Received proceeds totaling					$ 70,000
Related Party Debt [Member]
Convertible Note - Related Party and Derivative Liabilities (Textual)
Interest expenses					2,011	2,011
Accounts payable and accrued liabilities – related party					$ 3,421	$ 3,421
Cubesquare Llc [Member]
Convertible Note - Related Party and Derivative Liabilities (Textual)
Received proceeds totaling			$ 15,000	$ 10,000
Interest rate per annum			8.00%	8.00%	8.00%
Conversion, description			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.	(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.
Maturity date				Sep. 01, 2017
Maturity date, description	Note 2 was amended to extend the maturity date until September 27, 2019.	Note 1 to extend the maturity date from September 1, 2017 to September 1, 2018 and on September 9, 2018, the Company further amended Note 1 to extend the maturity date to September 1, 2019, under the same terms and conditions.
Debt instrument due date			Sep. 27, 2018
Accounts payable and accrued liabilities – related party					$ 2,663
Cubesquare Llc [Member] | President [Member]
Convertible Note - Related Party and Derivative Liabilities (Textual)
Ownership percentage				25.00%

XML

Convertible Note and Derivative Liabilities (Details 2) - Derivative Liabilities [Member]	12 Months Ended
	Dec. 31, 2019
Expected dividends	0.00%
Expected volatility	156.46%
Expected term	2 years
Risk free interest rate	1.58%
Commitment Date [Member]
Expected dividends	0.00%
Expected term	2 years 1 month 7 days
Risk free interest rate	1.58%
Minimum [Member] | Commitment Date [Member]
Expected volatility	154.19%
Maximum [Member] | Commitment Date [Member]
Expected volatility	155.95%

XML

Income Taxes (Details Narrative)	12 Months Ended
	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Statutory income tax rate	21.00%

XML

Capital Stock (Details Narrative) - USD ($)			1 Months Ended			12 Months Ended
	Aug. 08, 2019	Jul. 10, 2019	Sep. 18, 2019	Apr. 23, 2018	Jan. 23, 2018	Dec. 31, 2019		Dec. 31, 2018
Series A Preferred Shares, par value						$ 0.001		$ 0.001
Series A Preferred Shares, authorized						10,000		10,000
Series A Preferred Shares, shares issued						2,000		2,000
Series A Preferred Shares, shares outstanding						2,000		2,000
Common stock, par value						$ 0.0001		$ 0.0001
Common stock, shares authorized						100,000,000		100,000,000
Common stock, shares issued						13,089,789		12,872,309
Common stock, shares outstanding						13,089,789		12,872,309
Issuance of common stock for private placement, shares	50,000	37,500	25,000	75,000	10,000
Issuance of common stock for private placement	$ 74,500	$ 49,125	$ 40,250		$ 28,000	$ 65,000		$ 575,000
Shares issued for stock awards for business advisory services						$ 74,500		$ 150,000
Share price per share	$ 1.49	$ 1.31	$ 1.61		$ 2.80
Warrants exercised						52,000	[1]	2,000	[2]
Investor
Issuance of common stock for private placement, shares								75,000
Issuance of common stock for private placement								$ 150,000
Share price per share								$ 2
Common Stock
Issuance of common stock for private placement, shares						65,000		380,684
Issuance of common stock for private placement						$ 7		$ 38
Shares issued for stock awards for business advisory services, shares						50,000		75,000
Shares issued for stock awards for business advisory services						$ 5		$ 8
Share price per share						$ 2.80
Warrants received underlying shares for exercise on a cashless basis						9,980		1,715
Common Stock | Advisory Services
Shares issued for stock awards for business advisory services, shares						30,000
Shares issued for stock awards for business advisory services						$ 37,500
Additional Paid-In Capital
Issuance of common stock for private placement						64,993		$ 574,962
Shares issued for stock awards for business advisory services						$ 74,495		$ 149,992

[1] During the year ended December 31, 2019, investors exercised warrants to purchase an aggregate of 52,000 shares of common stock and received 9,980 shares for exercises on a cashless basis.

[2] During the year ended December 31, 2018, investors exercised warrants to purchase an aggregate of 2,000 shares of common stock and received 1,715 shares for exercises on a cashless basis.

XML

Commitments

12 Months Ended

Dec. 31, 2019

Commitments and Contingencies Disclosure [Abstract]

Commitments

Note 10 – Commitments

(1)   Service Agreement with Ariel Scientific Innovations Ltd.

On December 14, 2017, the Company entered into the Services Agreement pursuant to which a team at Ariel with Prof. Danny Baranes, as Principal Investigator, will conduct molecular biology research activities involving the testing of implant materials for the Company. As compensation for the services provided, the Company will paid Ariel $17,250 on each of December 19, 2017 and April 26, 2018.

On April 12, 2018, the Services Agreement was amended to provide for the payment by the Company of an additional monthly fee, commencing March 31, 2018, of up to $2,200 (8,000 Israeli shekels) as compensation for additional costs which the Company may request. During the year ended December 31, 2018, the Company paid $16,935 for these additional costs.

On December 12, 2018, the Company further amended the Services Agreement with Ariel (the "Second Amendment") to extend the term thereof for an additional twelve-month period until December 14, 2019. Pursuant to the Second Amendment, the Company paid Ariel $17,250 on each of December 28, 2018 and June 24, 2019., All other terms and conditions of the Services Agreement not amended remain in effect.

On December 8, 2019, the Company further amended the Services Agreement with Ariel (the "Third Amendment") to extend the term thereof for an additional twelve-month period until December 14, 2020. The Third Amendment also provides that the Company pay Ariel $17,250 within 30 days of the date of the Amendment and an additional $17,250 on or before May 1, 2020. All other terms and conditions of the Services Agreement not amended remain in effect.

During the years ended December 31, 2019 and 2018, $35,219 and $68,081 were expensed, respectively, and the remaining $15,812 (December 31, 2018 - $16,531), which amount is reflected on the Company's balance sheets as prepaid expenses, will be expensed in a subsequent period.

(2)   Service Agreement with Ariel - Dr. Gadi Turgeman

On March 6, 2018, the Company entered into a service agreement for the services of Professor Gadi Turgeman and his neurobiology research team in their lab. As compensation for the services provided, the Company paid Ariel $20,580 on each of March 19, 2018 and August 22, 2018.

The Services Agreement may be terminated by the non-breaching party upon a material breach that is not cured within 30 days or by the Company upon thirty days' prior written notice to Ariel. Ariel must keep confidential information of the Company confidential for six years after the term of the Services Agreement.

On April 11, 2019, the Company amended its services agreement (the "First Amendment") with Ariel which it entered into on March 6, 2018, to extend the term thereof for an additional twelve months until March 6, 2020. Pursuant to the First Amendment, the Company will pay Ariel an aggregate of $41,160 in quarterly payments of $10,290 on each of April 11, 2019, June 1, 2019, September 1, 2019 and December 1, 2019 for the services of Professor Gadi Turgeman and his neurobiology research team and the use of his lab.

During the years ended December 31, 2019 and 2018, $37,730 and $34,300 were expensed, respectively, with no prepaid amounts remaining in fiscal 2019 and $6,860 remaining in prepaid accounts at December 31, 2018,  which amount was expensed in a subsequent period.

(3)   Science Advisory Board Member Consulting Agreements (the " Consulting Agreements")

As part of its ongoing program of research and development, the Company has retained distinguished scientists and other qualified individuals to advise the Company with respect to its technology and business strategy and to assist it in the research, development and analysis of the Company's technology and products. In furtherance thereof, the Company has retained certain Advisors as members of its Scientific Advisory Board and Business Advisory Board as described below, and the Company and Advisors have entered into Consulting Agreements with the following terms and conditions:

- Scientific Advisory Board and Consulting Services - Advisor shall provide general consulting services to Company (the "Services") as a member of its Scientific Advisory Board ("SAB"). As a member of the SAB, Advisor agrees to provide the Services as follows: (a) attending meetings of the Company's SAB; (b) performing the duties of a SAB member at such meetings, as established from time to time by the mutual agreement of the Company and the SAB members, including without limitation meeting with Company employees, consultants and other SAB members, reviewing goals of the Company and assisting in developing strategies for achieving such goals, and providing advice, support, theories, techniques and improvements in the Company's scientific research and product development activities; and (c) providing consulting services to Company at its request, including a reasonable amount of informal consultation over the telephone or otherwise as requested by Company. Advisor's consultation with Company will involve services as scientific, technical and business advisor to the Company and its management with respect to neuronal injuries and neuro degenerative diseases.   

- SAB Consulting Compensation - the Company shall grant to Advisor the option to purchase certain number of shares of the common stock of the Company as per the stock option award grant. The options are subject to terms and provisions of the Company's 2016 Stock Option and Stock Award Plan.

On November 15, 2017, the Company entered into Consulting Agreements with three Advisors under the terms of which two Advisors are granted an option to purchase 20,000 shares of common stock and one Advisor was granted an option to purchase 30,000 shares of common stock under the 2016 Stock Option and Award Plan subject to certain vesting terms.

On April 16, 2018, the Company entered into a Consulting Agreement with an Advisor to serve on the Company's Scientific Advisory Board under the terms of which the Advisor was  granted an option to purchase 30,000 shares of common stock under the 2016 Stock Option and Award Plan subject to certain vesting terms.

On August 15, 2018, the Company entered into a Consulting Agreement with an Advisor under the terms of which the Company granted an option to purchase 20,000 shares of common stock under the 2016 Stock Option and Award Plan subject to certain vesting terms.

(4)   Business Advisory Board Agreement

On January 23, 2018, the Company entered into a one-year advisory board member consulting agreement with Pavel Hilman, the controlling shareholder of Conventus Holdings SA, a BVI corporation ("Conventus"), under which Mr. Hilman will serve on the Company's Advisory Board as a business advisor. The Advisory Board Agreement will automatically renew for up to two additional one-year periods, unless earlier terminated by either party upon 30 days' prior written notice to the other party. In consideration for serving on the Advisory Board, the Company awarded 10,000 shares of its common stock to Mr. Hilman under its 2016 Stock Option and Stock Award Plan. On January 28, 2019, the Company issued 30,000 shares of common stock to Pavel Hilman for his continuing service on the Company's Advisory Board.

On September 18, 2019, the Company entered into a one-year advisory board member consulting agreement with Derrick Chambers under which Mr. Chambers will serve on the Company's Advisory Board as a business advisor. The Advisory Board Agreement will automatically renew for up to two additional one-year periods, unless earlier terminated by either party upon 30 days' prior written notice to the other party. In consideration for serving on the Advisory Board, the Company awarded 25,000 shares of its common stock to Mr. Chambers under its 2016 Stock Option and Stock Award Plan, which shares were fully vested and recorded as advisory services on issuance.

 (5)    Investor Relations Agreement

On April 23, 2018, the Company entered into a six-month investor relations agreement with an investor relations firm for a monthly consulting fee of $5,000 and the issuance of 75,000 shares of common stock payable on signing the agreement. On June 23, 2018, the Company gave notice of rescission of the agreement to such firm. As a result, the Company has not recorded any fees for services rendered past June 23, 2018.  A total of $10,000 representing April 2018 and May 2018 monthly consulting fees is reflected in the statement of operations and a total of $150,000, the fair market value of the issued shares, was expensed on issue.

On August 8, 2019, the Company entered into a six-month services agreement with PCG Advisory, Inc. ("PCG") under which agreement PCG will provide investor relations and capital market advisory services to the Company. In consideration therefor, the Company will pay PCG a monthly cash fee of $5,000 ($2,500 of which will be deferred until the Company raises at least $300,000 in a financing) and  issued 50,000 shares of its common stock on August 8, 2019. After the initial six-month term, the agreement will automatically renew on a month-to-month basis unless either party notifies the other of its desire to terminate the agreement or by the Company if PCG fails to comply with securities laws, makes an untrue statement of material facts or omits to state any material fact in connection with an investment in the Company or breaches a representation, warranty or covenant in the agreement.

 (6)    Sponsored Research Agreement

On July 12, 2018, the Company entered into a one-year Sponsored Research Agreement with Dartmouth pursuant to which the Company will support and fund the cost of research conducted by Dartmouth of mutual interest to the parties in accordance with the Agreement.  Intellectual property invented or developed solely by a party shall be owned by such party and intellectual property jointly invented or developed shall be jointly owned.  Dartmouth shall retain an irrevocable worldwide right to use intellectual property owned by it resulting from its research under the Agreement on a non-exclusive royalty-free basis for research and education purposes. The Company funded $36,293 on August 20, 2018 and funded an additional $18,147 on December 17, 2018 and funded an additional $18,146 on June 20, 2019.

On November 4, 2019, the parties entered into an amendment to the Sponsored Research Agreement to extend the term of the Agreement through July 14, 2020. The Company required to fund $37,790 on November 4, 2019 and fund an additional $18,895 on December 1, 2019 and fund final amount of $18,895 on June 1, 2020.

During the years ended December 31, 2019 and 2018, $80,006 and $27,220 were expensed, respectively, and the remaining $22,045 (December 31, 2018 - $27,220), which amount is reflected on the Company's balance sheets as prepaid expenses, was expensed in the applicable period.

XML

Unsecured Short-Term Advance from Third Party

12 Months Ended

Dec. 31, 2019

Debt Disclosure [Abstract]

Unsecured Short-Term Advance from Third Party

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, 2019.

XML

Convertible Note and Derivative Liabilities (Details Narrative) - Derivative Liabilities [Member]	12 Months Ended
	Dec. 31, 2019 USD ($)
Derivative liability convertible notes	$ 70,000
Interest rate per annum	8.00%
Derivative liability	$ 64,774
Interest expenses	161
Amortization	$ 945

XML

Convertible Note - Related Party and Derivative Liabilities (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Carrying value	$ 25,000	$ 25,000
Related Party Debt [Member]
Face value of certain convertible notes	25,000	25,000
Less: unamortized discount
Carrying value	$ 25,000	$ 25,000

XML

Unsecured Short-Term Advance from Third Party (Details Narrative) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Debt Disclosure [Abstract]
Unsecured short-term advances	$ 100,000

XML

Income Taxes (Details 2) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Loss carryforwards	$ 1,462,180	$ 1,137,380
Less - stock based compensation	(1,115,500)	(933,600)
Less - derivative liabilities	120	(2,480)
Less - valuation allowance	(346,800)	(201,300)
Total net deferred tax assets

XML

Capital Stock (Details 1) - Measurement Date [Member] - Warrant [Member]	12 Months Ended
	Dec. 31, 2019 $ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Dividend yield	0.00%
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	140.19%
Risk-free interest rate	1.72%
Expected life (years)	5 years
Stock Price	$ 0.65
Exercise Price	$ 1
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	97.90%
Risk-free interest rate	1.47%
Expected life (years)	2 years 8 months 16 days
Stock Price	$ 0.25
Exercise Price	$ 0.40

XML

Capital Stock (Details) - $ / shares		12 Months Ended
		Dec. 31, 2019		Dec. 31, 2018
Equity [Abstract]
Warrants Outstanding Beginning	[1]	52,000		54,000
Warrants Granted	[2]	70,000
Warrants Forfeited/Canceled
Warrants Exercised		(52,000)	[3]	(2,000)	[4]
Warrants Outstanding Ending		70,000		52,000	[1]
Weighted Average Exercise Price Outstanding Beginning		$ 0.40		$ 0.40
Weighted Average Exercise Price Granted		1
Weighted Average Exercise Price Forfeited/Canceled
Weighted Average Exercise Price Exercised		0.40		0.40
Weighted Average Exercise Price Outstanding Ending		$ 1		$ 0.40

[1] Each two shares of common stock purchased under the private placement provides for one warrant to acquire an additional share of common stock together with the payment of $0.40.

[2] During the year ended December 31, 2019, the Company granted convertible notes holders accumulated 70,000 stock purchase warrants at an exercise price of $1.00. The fair value of the aforementioned warrants was $36,410 and recorded as financing cost.

[3] During the year ended December 31, 2019, investors exercised warrants to purchase an aggregate of 52,000 shares of common stock and received 9,980 shares for exercises on a cashless basis.

[4] During the year ended December 31, 2018, investors exercised warrants to purchase an aggregate of 2,000 shares of common stock and received 1,715 shares for exercises on a cashless basis.

XML

License and Research Funding Agreements (Details Narrative) - USD ($)						1 Months Ended			12 Months Ended
	Aug. 08, 2019	Jul. 10, 2019	Mar. 06, 2018	Dec. 13, 2017	Dec. 14, 2016	Sep. 18, 2019	Apr. 23, 2018	Jan. 23, 2018	Dec. 31, 2019	Dec. 31, 2018
License and Research Funding Agreements (Textual)
Research and development costs									$ 651,476	$ 919,706
Shares issued for advisory services, value	50,000	37,500				25,000	75,000	10,000
Shares issued, value	$ 74,500	$ 49,125				$ 40,250		$ 28,000	$ 65,000	$ 575,000
License and research funding agreement compensation paid, description			the Company entered into an additional service agreement with Ariel for the services of Professor Gadi Turgeman and his neurobiology research team in their lab pursuant to which the Company paid Ariel $20,580 on each of March 19, 2018 and August 22, 2018.						The Company paid Ariel (i) $17,250 on December 19, 2017 and an additional $17,250 on April 26, 2018. On April 12, 2018, the Services Agreement was amended to provide for the payment by the Company of an additional monthly fee, commencing March 2018, of up to 8,000 Israeli shekels as compensation for additional costs which the Company may request.
Licensing Agreements [Member]
License and Research Funding Agreements (Textual)
Total amount of fund for research during research period					$ 100,000
Warrant exercisable percentage					4.00%
Payments of completion of milestone events, description					Upon successful clinical FDA Phase II completion - $130,000; and Upon successful clinical FDA Phase III completion - $390,000
Payments of completion of milestone events due					6 months
Ariel University [Member]
License and Research Funding Agreements (Textual)
Shares issued for advisory services, value				119,950
Shares issued, value				$ 335,860
Shares issued, percentage				1.00%

XML

Stock Plan (Details 1) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Research and Development Expense [Member]
Stock option compensation allocated expenses	$ 219,095	$ 592,019
General and Administrative Expense [Member]
Stock option compensation allocated expenses	$ 409,495	$ 2,673,011

XML

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2019	Mar. 27, 2020	Jun. 30, 2019
Document And Entity Information
Entity Registrant Name	Qrons Inc.
Entity Central Index Key	0001689084
Document Type	10-K
Document Period End Date	Dec. 31, 2019
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Incorporation State Country Code	WY
Entity File Number	000-55800
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Is Entity Emerging Growth Company?	true
Elected Not To Use the Extended Transition Period	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Public Float			$ 1,765,152
Entity Common Stock, Shares Outstanding		13,089,789
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2019
Entity Shel Company	false
Entity Interactive Data Current	Yes

XML

Convertible Note and Derivative Liabilities (Tables)

12 Months Ended

Dec. 31, 2019

Notes to Financial Statements

Schedule of convertible notes derivative liabilities

	December 31, 2019			December 31, 2018
Face value of certain convertible notes	$	70,000		$	-
Less: unamortized discount		(63,829	)		-
Carrying value	$	6,171		$	-

Schedule of fair value of conversion feature derivative liabilities

Balance at December 31, 2018	$	-
Derivative addition associated with convertible notes		64,774
Change in fair value		(12,589	)
Balance at December 31, 2019	$	52,185

Schedule of fair value at commitment and re-measurement dates derivative liabilities

	Commitment Date		December 31, 2019
Expected dividends		0		0
Expected volatility	154.19% ~155.95%		156.46%
Expected term	2.10 year		2 year
Risk free interest rate		1.65%		1.58%

XML

Subsequent Events

12 Months Ended

Dec. 31, 2019

Subsequent Events [Abstract]

Subsequent Events

Note 14 – Subsequent Events

On February 10, 2020 the Company granted three-year options to purchase an aggregate of 50,000 shares of its common stock at an exercise price of $2.00 per share, to Michael Maizels for serving as a Science Advisor to the Company. 25,000 of such shares subject to the option are immediately exercisable and expire on February 10, 2023, 25,000 shares vest on February 10, 2021 and expire on February 10, 2024.

On February 19, 2020 we issued an 8% convertible promissory note in the principal amount of $10,000 and a warrant to purchase 10,000 shares of our common stock at an exercise price of $1.00 per share to an accredited investor in a private offering pursuant to a securities purchase agreement.

Due to the uncertainty caused by the current COVID-19 pandemic, on March 23, 2020, the Company gave 30 days’ notice of termination of employment to its employees.

The Company has evaluated events for the period of December 31, 2019 through the date of the issuance of these financial statements and determined that there are no additional events requiring disclosure.

XML

Statement of Changes in Shareholders Equity (Deficit) - USD ($)	Series A Preferred Shares	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2017	$ 2	$ 1,240	$ 1,611,711	$ (1,592,680)	$ 20,273
Balance, shares at Dec. 31, 2017	2,000	12,404,910
Issuance of common stock for private placement		$ 38	574,962		575,000
Issuance of common stock for private placement, shares		380,684
Shares issued for services provided		$ 8	149,992		150,000
Shares issued for services provided, shares		75,000
Warrants exercised associated with private placement, shares		1,715
Shares issued for stock awards for business advisory services		$ 1	27,999		28,000
Shares issued for stock awards for business advisory services, shares		10,000
Stock option granted to officers			2,673,011		2,673,011
Stock option granted to non-employees as research and development costs			152,626		152,626
Stock option granted to employees as research and development costs			439,393		439,393
Net loss for the year				(3,931,028)	(3,931,028)
Balance at Dec. 31, 2018	$ 2	$ 1,287	5,629,694	(5,523,708)	107,275
Balance, shares at Dec. 31, 2018	2,000	12,872,309
Issuance of common stock for private placement		$ 7	64,993		65,000
Issuance of common stock for private placement, shares		65,000
Shares issued for services provided		$ 5	74,495		74,500
Shares issued for services provided, shares		50,000
Warrants exercised associated with private placement		$ 1	(1)
Warrants exercised associated with private placement, shares		9,980
Shares issued for stock awards for business advisory services		$ 9	126,866		126,866
Shares issued for stock awards for business advisory services, shares		92,500
Warrants granted as financing costs			36,410		36,410
Stock option granted to officers			409,495		409,495
Stock option granted to non-employees as research and development costs			219,095		219,095
Net loss for the year				(1,546,772)	(1,546,772)
Balance at Dec. 31, 2019	$ 2	$ 1,309	$ 6,561,047	$ (7,070,480)	$ (508,122)
Balance, shares at Dec. 31, 2019	2,000	13,089,789

XML

Summary of Significant Accounting Policies (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Level 1 [Member]
Liabilities
Derivative liabilities
Level 2 [Member]
Liabilities
Derivative liabilities
Level 3 [Member]
Liabilities
Derivative liabilities	$ 89,367	$ 36,827

XML

Going Concern

12 Months Ended

Dec. 31, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Going Concern

Note 3 – Going Concern

The Company has experienced net losses to date, and it has not generated revenue from operations.  While the Company raised proceeds of $470,000 and $575,000 during 2019 and 2018, respectively, by way of private placement offerings to accredited investors and loans and advances from our officers and directors and third party short term loans, it does not believe its resources will be sufficient to meet its operating and capital needs beyond the second quarter of 2020. The Company expects it will require additional capital to fully implement the scope of its proposed business operations, which 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. There can be no assurance that financing, whether debt or equity, will always 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 capital due to the continued spread of COVID-19, the Company may be required to reduce the scope, delay, or eliminate some or all of its planned operations.

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.

XML

Convertible Note - Related Party and Derivative Liabilities (Details 2) - Related Party Debt [Member]	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Risk free interest rate	1.60%	2.60%
Minimum [Member]
Expected volatility	16700.00%	64.00%
Expected term	2 months 1 day	8 months 1 day
Maximum [Member]
Expected volatility	180.00%	65.00%
Expected term	2 months 26 days	8 months 26 days
Commitment Date [Member]
Expected dividends	0.00%
Risk free interest rate	1.33%
Commitment Date [Member] | Minimum [Member]
Expected volatility	101.00%
Expected term	11 months 1 day
Commitment Date [Member] | Maximum [Member]
Expected volatility	103.00%
Expected term	1 year

XML

Convertible Note and Derivative Liabilities (Details 1)	12 Months Ended
	Dec. 31, 2019 USD ($)
Balance	$ 36,827
Balance	89,367
Derivative Liabilities [Member]
Balance
Derivative addition associated with convertible notes	64,774
Change in fair value	(12,589)
Balance	$ 52,185

XML

Capital Stock

12 Months Ended

Dec. 31, 2019

Equity [Abstract]

Capital Stock

Note 12 – 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.

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 onall such matters, regardless of the actual number of shares of Class A Preferred Stock then outstanding.

There was a total of 2,000 shares of Series A Preferred Stock issued and outstanding as of December 31 , 2019 and December 31, 2018.

Common Stock

Common Stock issuances during the year ended December 31, 2019

During the year ended December 31, 2019, the Company sold an aggregate of 65,000 shares of its common stock to investors and received aggregate proceeds of $65,000 pursuant to subscription agreements in private offerings. The proceeds will be used for research and general corporate purposes.

On January 28, 2019, the Company issued 30,000 shares for advisory services (Note10 (4)). The shares were valued at fair market value on the date of issuance for a total of $37,500 or $1.25 per share.

On July 1, 2019, the Company issued 37,500 shares to its Chief Operating Officer (Note 10 (3)). The shares were valued at fair market value on the date of issuance for a total of $49,125 or $1.31 per share.

On August 8, 2019, the Company issued 50,000 shares for advisory services (Note 10 (7)). The shares were valued at fair market value on the date of issuance for a total of $74,500 or $1.49 per share.

On September 18, 2019, the Company issued 25,000 shares for advisory services (Note 10(4)). The shares were valued at fair market value on the date of issuance for a total of $40,250 or $1.61 per share.

During the year ended December 31, 2019, the Company received a warrant exercise notice for a warrant to purchase 52,000 shares of common stock from a subscriber and issued 9,980 shares of common stock on a cashless exercise basis as per the cashless exercise formula contained in the warrant.

Common Stock issuances during the year ended December 31, 2018

During the year ended December 31, 2018, the Company sold an aggregate of 380,684 shares of its common stock to investors and received aggregate proceeds of $575,000 pursuant to subscription agreements in private offerings. The proceeds will be used for research and general corporate purposes.

On January 23, 2018, the Company issued 10,000 shares for advisory services (Note 10(4)). The shares were valued at fair market value on the date of issuance for a total of $28,000 or $2.80 per share.

During the year ended December 31, 2018, the Company received a warrant exercise notice for a warrant to purchase 2,000 shares of common stock from a subscriber and issued 1,715 shares of common stock on a cashless exercise basis as per the cashless exercise formula contained in the warrant.

On April 23, 2018, the Company issued 75,000 shares of its common stock pursuant to an investor relations services agreement which was rescinded on June 23, 2018 (Note 10(5)). The shares were valued at the fair market value on the date of issuance for a total of $150,000, or $2.00 per share.

There was a total of 13,089,789 and 12,872,309 shares of common stock issued and outstanding as of December 31, 2019 and December 31, 2018, respectively.

Common Stock Purchase Warrants

As of December 31, 2019, and December 31, 2018, the following common stock purchase warrants were outstanding:

	Warrants			Weighted Average Exercise Price
Outstanding – December 31, 2017		54,000	(1)		0.40
Granted		-			-
Forfeited/Canceled		-			-
Exercised		(2,000)	(2)		0.40
Outstanding – December 31, 2018		52,000			0.40
Granted		70,000	(4)		1.00
Forfeited/Canceled		-			-
Exercised		(52,000)	(3)		0.40
Outstanding – December 31, 2019		70,000		$	1.00

(1) Each two shares of common stock purchased in a private placement offering included one warrant to purchase an additional share of common stock at an exercise price of $0.40.

(2) During the year ended December 31, 2018, investors exercised warrants to purchase an aggregate of 2,000 shares of common stock and received 1,715 shares for exercises on a cashless basis.

(3) During the year ended December 31, 2019, investors exercised warrants to purchase an aggregate of 52,000 shares of common stock and received 9,980 shares for exercises on a cashless basis.

(4) During the year ended December 31, 2019, the Company granted convertible notes holders accumulated 70,000 stock purchase warrants at an exercise price of $1.00. The fair value of the aforementioned warrants was $36,410 and recorded as financing cost.

In accordance with authoritative accounting guidance, the fair value of the outstanding common stock purchase warrants was calculated using the Black-Scholes option-pricing model with the following assumptions at the measurement date(s):

	Measurement date
Dividend yield		0%
Expected volatility	97.90~140.19%
Risk-free interest rate	1.47~1.72%
Expected life (years)	2.71~5.00
Stock Price		$0.25 ~ $0.65
Exercise Price		$0.40 ~ $1.00

XML

License and Research Funding Agreement / Royalty Agreement

12 Months Ended

Dec. 31, 2019

Notes to Financial Statements

License and Research Funding Agreement / Royalty Agreement

Note 8 – License and Research Funding Agreement / Royalty Agreement

On December 14, 2016, the Company entered into a license agreement with Ariel (the “License Agreement”) under which the Company paid Ariel $100,000 to fund research for 12 months (with an option to extend such research financing and research period). In consideration therefore, the Company received an exclusive worldwide royalty-bearing license in Ariel patents and know-how to develop and commercialize products based on or incorporating coral-based conditioned medium for neuronal tissue regeneration and/or repair, resulting from Ariel's research or technology or the Company's research funding in accordance with milestones set forth in the Agreement.

In addition, upon the occurrence of an Exit Event (as defined in the License Agreement) of the Company or of any affiliate commercializing the products, the Company is obligated to issue to Ariel an immediately exercisable warrant for that number of shares equal to 4% of the issued and outstanding shares of the Company at the time of issuance. The Company and Ariel entered into Addendum #1 to the License Agreement, effective December 13, 2017 (the "Addendum") pursuant to which Ariel was permitted to exercise a portion of the warrant granted pursuant to the License Agreement. On December 13, 2017, the Company issued 119,950 shares of common stock to Ariel, representing 1% of the issued and outstanding shares of the Company on such date, and valued at $335,860. The right to the balance of the shares subject to the warrant remains subject to the terms of the License Agreement and the occurrence of an Exit Event (as described in the License Agreement). In addition, the Addendum provides that Ariel may not request a demand registration until the balance of the shares subject to the warrant is exercised.

In addition to the other payments, the Company will pay Ariel upon the occurrence of the following milestone events, additional payments which shall be due within 6 months of completion of the milestone:

-  Upon successful clinical FDA Phase II completion - $130,000; and  

-  Upon successful clinical FDA Phase III completion - $390,000

Upon successful development and commercialization and in recognition of the rights and licenses granted to the Company pursuant to the License Agreement, the Company will be subject to certain royalty payments as specified in the License Agreement.

In lieu of extending the research financing and research period under the License Agreement with Ariel beyond the initial 12 months, on December 14, 2017, the Company entered into the Services Agreement pursuant to which a team at Ariel University, with  Professor Danny Baranes as Principal Investigator, will conduct molecular biology research activities involving the testing of scaffold materials for the Company. [track language from business section] As compensation for such services, the Company paid Ariel (i) $17,250 on December 19, 2017 and an additional $17,250 on April 26, 2018.  On April 12, 2018, the Services Agreement was amended to provide for the payment by the Company of an additional monthly fee, commencing March 2018, of up to 8,000 Israeli shekels as compensation for additional costs which the Company may request.

On March 6, 2018, the Company entered into an additional service agreement with Ariel for the services of Professor Gadi Turgeman and his neurobiology research team in their lab pursuant to which the Company paid Ariel $20,580 on each of March 19, 2018 and August 22, 2018. 

On December 12, 2018, the Company further amended the Services Agreement (the "Second Amendment") with Ariel to extend the term thereof for an additional twelve-month period until December 14, 2019. Pursuant to the Second Amendment, the Company paid Ariel $17,250 on each of  December 28, 2018 and June 24, 2019. All other terms and conditions of the Services Agreement not amended remain in effect.

On December 8, 2019, the Company further amended the Services Agreement with Ariel (the "Third Amendment") to extend the term thereof for an additional twelve-month period until December 14, 2020. The Third Amendment also provides that the Company pay Ariel $17,250 within 30 days of the date of such Amendment and an additional $17,250 on or before May 1, 2020. All other terms and conditions of the Services Agreement not amended remain in effect.

On July 12, 2018, the Company entered into a one-year sponsored research agreement (the “Sponsored Research Agreement”) with the Trustees of Dartmouth College (“Dartmouth”) pursuant to which the Company will support and fund the cost of research conducted by Dartmouth of mutual interest to the parties in accordance with the Agreement.  Intellectual property invented or developed solely by a party shall be owned by such party and intellectual property jointly invented or developed shall be jointly owned.  Dartmouth shall retain an irrevocable worldwide right to use intellectual property owned by it resulting from its research under the Agreement on a non-exclusive royalty-free basis for research and education purposes. The Agreement may be terminated earlier than one year upon written agreement of the parties, a material breach which is not cured within 30 days of notice thereof, if Professor Ke no longer conducts the research under the Agreement and a successor acceptable to both parties is not available, or in the event of an unauthorized assignment of the Company's rights and obligations under the Agreement.  On November 4, 2019, the parties entered into an amendment to the Sponsored Research Agreement to extend the term of the Agreement through July 14, 2020.

On November 30, 2019, the Company entered into a royalty and license fee sharing agreement (the “Royalty Agreement”) with Ariel which, among other things, supersedes and terminates the License Agreement. Certain services agreements related to laboratory access and other services are not affected by such termination.

From and after the occurrence of an Exit Event, as such term is described in the Royalty Agreement, including an underwritten public offering of the Company’s shares with proceeds of at least $25 million, a consolidation, merger or reorganization of the Company, and a sale of all or substantially all of the shares and/or the assets of the Company, Ariel has the right to require the Company to issue  up to 3% of the issued and outstanding shares of common stock of the Company at the time Ariel exercises such right.

XML

Convertible Note - Related Party and Derivative Liabilities

12 Months Ended

Dec. 31, 2019

Notes to Financial Statements

Convertible Note - Related Party and Derivative Liabilities

Note 4 – Convertible Note – Related Party and Derivative Liabilities

On September 1, 2016, the Company entered into a convertible debenture agreement with CubeSquare, LLC ("CubeSquare"), of which its Chief Executive Officer is the managing partner and its President is a 25% owner. The Company received proceeds of $10,000 during fiscal 2016 ("Note 1"). The note 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 the lender 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 28, 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; and on September 1, 2019, the Company further amended Note 1 to extend the maturity date to September 1, 2020, 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 is due on September 27, 2018. Interest shall accrue from September 27, 2017 and shall be 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 until September 27, 2019.

On September 27, 2019, Note 2 was amended to extend the maturity date until September 27, 2020.

The Company analyzed the amendment to Note 1 and Note 2 under ASC 815-10-15-83 and concluded that these two convertible Notes meet the definition of a derivative. We estimated the fair value of the derivative on the inception dates, and subsequently, using the Black-Scholes valuation technique, adjusted for the effect of dilution, because that technique embodies all of the assumptions (including, volatility, expected terms, and risk-free rates) that are necessary to fair value complex derivate instruments.

The carrying value of these convertible notes is as follows:

	December 31, 2019		December 31, 2018
Face value of certain convertible notes	$	25,000	$	25,000
Less: unamortized discount		-		-
Carrying value	$	25,000	$	25,000

We recorded interest expenses of $2,011 for the years ended December 31, 2019 and 2018. As of December 31, 2019, and 2018, the unpaid interest balance under Accounts payable and accrued liabilities – related party was $5,432 and $3,421, respectively.

As a result of the application of ASC No. 815 in the years ended December 31, 2019 and December 31, 2018 the fair value of the conversion feature is summarized as follows:

Balance at December 31, 2017	$	31,090
Derivative addition associated with convertible notes		-
Change in fair value		5,737
Balance at December 31, 2018		36,827
Change in fair value		355
Balance at December 31, 2019	$	37,182

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, 2019 and December 31, 2018 and the commitment date:

	Commitment Date		December 31, 2019		December 31, 2018
Expected dividends		0		0		0
Expected volatility	101% ~103%		167% ~ 180%		64% ~ 65%
Expected term	0.92 ~ 1 year		0.26 year		0.67 ~0.74 year
Risk free interest rate		1.33%		1.60%	2.60%

XML

Subsequent Events (Details Narrative) - Subsequent Event [Member] - USD ($)		1 Months Ended
	Feb. 10, 2020	Feb. 19, 2020
Company granted three-year options to purchase an aggregate to common stock	50,000
Stock price share	$ 2
Stock option exercisable and vested	25,000
Convertible promissory note		$ 10,000
Convertible promissory note interest rate		8.00%
Consersion of debt for common stock		10,000

XML

Income Taxes (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Total current
Total deferred
Total

XML

Commitments (Details Narrative) - USD ($)							1 Months Ended						12 Months Ended
		Aug. 08, 2019	Jul. 10, 2019	Jul. 12, 2018	Jun. 23, 2018	Apr. 12, 2018	Sep. 18, 2019	Jan. 28, 2019	Apr. 23, 2018	Jan. 23, 2018	Jan. 23, 2018	Nov. 15, 2017	Dec. 31, 2019	Dec. 31, 2018	Aug. 22, 2018	Aug. 15, 2018	Jun. 30, 2018	May 01, 2018	Apr. 26, 2018	Apr. 16, 2018	Mar. 19, 2018	Dec. 14, 2017
Commitments (Textual)
Compensation for the services provided																	$ 17,250	$ 17,250	$ 17,250
Compensation cost													$ 35,219	$ 68,081
Advisors are granted the option	[1]												70,000
Service agreement payment, description						the Company of an additional monthly fee, commencing March 2018, of up to $2,200 (8,000 Israeli shekels) as compensation for additional costs which the Company may request.quest.
Prepaid expenses													$ 15,812				16,531
Prepaid expensed during period													25,000
Consulting fee									$ 5,000
Investor relations agreement, description					The Company gave notice of rescission of the agreement to such firm and requested the return of the consulting fee paid and the 75,000 shares of common stock. As a result, the Company has not recorded any fees for services rendered past June 23, 2018. A total of $10,000 representing April 2018 and May 2018 monthly consulting fees is reflected in the statement of operations and a total of $150,000, the fair market value of the issued shares, was expensed on issue.				The Company issued 75,000 shares of its common stock in respect of an investor relations services agreement which was rescinded on June 23, 2018 (Note 6(5)). The shares were valued at the fair market value on the date of issuance for a total of $150,000, or $2.00 per share.
Paid for additional fees													16,935
Issuance of common stock payable		50,000	37,500				25,000		75,000		10,000
Sponsored Research Agreement [Member]
Commitments (Textual)
Prepaid expenses													80,006	27,220			0
Prepaid expensed during period													22,045	27,220
Sponsored research agreement, description				The Company entered into a one-year sponsored research agreement (the "Sponsored Research Agreement"), with the Trustees of Dartmouth College ("Dartmouth") pursuant to which the Company will support and fund the cost of research conducted by Dartmouth of mutual interest to the parties in accordance with the Agreement. Intellectual property invented or developed solely by a party shall be owned by such party and intellectual property jointly invented or developed shall be jointly owned. Dartmouth shall retain an irrevocable worldwide right to use intellectual property owned by it resulting from its research under the Agreement on a non-exclusive royalty-free basis for research and education purposes. The Company funded $36,293 on August 20, 2018 and will fund additional $18,147 by December 1, 2018 and $18,146 by June 1, 2019, respectively.
Service Agreement With Ariel [Member]
Commitments (Textual)
Compensation for the services provided													41,160		$ 20,580						$ 20,580	$ 17,250
Compensation cost													10,290
Prepaid expenses													37,730	34,300			$ 0
Prepaid expensed during period													$ 0	$ 6,860
Equity Option [Member]
Commitments (Textual)
Advisors are granted the option										10,000		20,000
Stock option and advisor granted												30,000				20,000				30,000
Issuance of common stock payable								30,000

[1] During the year ended December 31, 2019, the Company granted convertible notes holders accumulated 70,000 stock purchase warrants at an exercise price of $1.00. The fair value of the aforementioned warrants was $36,410 and recorded as financing cost.

XML

Stock Plan (Details 3) - $ / shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Share-based Payment Arrangement [Abstract]
Shares Outstanding, beginning of period	1,615,000	670,000
Shares, Granted	950,000	945,000
Shares, Exercised
Shares, Canceled	(50,000)
Shares Outstanding, end of period	2,515,000	1,615,000
Shares Options exercisable, end of period	2,331,669	1,486,670
Shares, Options expected to vest, end of period	183,331	128,330
Weighted Average Shares Exercise Price, Outstanding, beginning of period	$ 1.97
Weighted Average Shares Exercise Price, Granted	2	$ 2.00
Weighted Average Shares Exercise Price, Exercised
Weighted Average Exercise Price, Canceled	2
Weighted Average Shares Exercise Price, Outstanding, end of period	1.987	1.97
Weighted Average Exercise Price, Options exercisable, end of period	1.98	1.98
Weighted Average Exercise Price, Options expected to vest, end of period	1.98	1.81
Weighted Average Exercise Price, Weighted average fair value of options granted	$ 1.62	$ 2.19

XML

Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
Series A Preferred Shares, par value	$ 0.001	$ 0.001
Series A Preferred Shares, authorized	10,000	10,000
Series A Preferred Shares, shares issued	2,000	2,000
Series A Preferred Shares, shares outstanding	2,000	2,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	13,089,789	12,872,309
Common stock, shares outstanding	13,089,789	12,872,309

XML

Capital Stock (Tables)

12 Months Ended

Dec. 31, 2019

Equity [Abstract]

Schedule of common stock purchase warrants were outstanding

	Warrants			Weighted Average Exercise Price
Outstanding – December 31, 2017		54,000	(1)		0.40
Granted		-			-
Forfeited/Canceled		-			-
Exercised		(2,000)	(2)		0.40
Outstanding – December 31, 2018		52,000			0.40
Granted		70,000	(4)		1.00
Forfeited/Canceled		-			-
Exercised		(52,000)	(3)		0.40
Outstanding – December 31, 2019		70,000		$	1.00

Schedule of fair value warrants assumptions

	Measurement date
Dividend yield		0%
Expected volatility	97.90~140.19%
Risk-free interest rate	1.47~1.72%
Expected life (years)	2.71~5.00
Stock Price		$0.25 ~ $0.65
Exercise Price		$0.40 ~ $1.00

XML

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2019

Accounting Policies [Abstract]

Summary of the fair value of derivative liabilities

	Fair value measurements on a recurring basis
	Level 1			Level 2			Level 3
As of December 31, 2019:
Liabilities
Derivative liabilities		$	-		$	-		$	89,367
As of December 31, 2018:
Liabilities
Derivative liabilities		$	-		$	-		$	36,827

Schedule of potentially dilutive securities

	December 31, 2019		December 31, 2018
Stock purchase warrants		-		52,000
Research Warrants at 3% of issued and outstanding shares		392,694		386,170
Convertible Notes		261,107		27,864
Series A Preferred shares		700		700
Stock options vested		2,331,669		1,486,670
Stock options not yet vested		183,331		128,330
Stock purchase warrants		70,000		-
Total		3,239,501		2,081,734

XML

Description of Business and Basis of Presentation

12 Months Ended

Dec. 31, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of Business and Basis of Presentation

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.

On July 6, 2017, the board of directors and a majority of the Company's shareholders approved an amendment to the Company's Articles of Incorporation to change the name of the Company from "BioLabMart Inc." to "Qrons Inc.". On August 8, 2017, the Company filed Amended Articles of Incorporation with the State of Wyoming to effectuate such name change. 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 its Daily List on August 9, 2017. The new name and symbol change to "QRON" for the OTC Market was effective August 10, 2017.

The Company is a preclinical stage biotechnology company developing advanced stem cell-synthetic hydrogel-based solutions to combat neuronal injuries and achieve a breakthrough in the treatment of traumatic brain injuries ("TBIs"), for both concussions and penetrating injuries, an unmet medical need.  The Company collaborates 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”), synthetic hydrogels, 3D printable implant, smart materials and a novel delivery system.  

On March 15, 2019, the Company relocated its principal executive office from Miami, Florida to 50 Battery Place, #7T, New York, New York 10280.

XML

Intellectual Property License Agreement (Details Narrative)	12 Months Ended
	Dec. 31, 2019 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Licence fee	$ 25,000
Royalty expense	50,000
Prepaid expense	$ 25,000

XML

Stock Plan (Details 2) - Measurement Date [Member] - Equity Option [Member]	12 Months Ended
	Dec. 31, 2019 $ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Dividend yield	0.00%
Exercise Price, Minimum	$ 0.40
Exercise Price, Maximum	$ 2.00
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	165.00%
Risk-free interest rate	2.68%
Expected life (years)	5 years
Stock Price	$ 2.80
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	114.69%
Risk-free interest rate	1.66%
Expected life (years)	3 years
Stock Price	$ 0.69

XML

Balance Sheets - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Current assets
Cash and cash equivalents	$ 67,025	$ 143,862
Prepaid expenses	56,265	51,985
Total current assets	123,290	195,847
TOTAL ASSETS	123,290	195,847
Current liabilities
Accounts payable and accrued liabilities	140,967	23,324
Accounts payable and accrued liabilities - related party	34,907	3,421
Demand loans, related party	50,000
Advances from related party	185,000
Unsecured short-term advances	100,000
Convertible note - related party, net of debt discount	25,000	25,000
Convertible note, net of debt discount	6,171
Derivative liabilities	89,367	36,827
Total current liabilities	631,412	88,572
Total liabilities	631,412	88,572
Stockholders' equity (deficit)
Series A Preferred Shares: $0.001 par value, authorized 10,000; 2,000 shares issued and outstanding	2	2
Common stock, $0.0001 par value: shares authorized 100,000,000; 13,089,789 and 12,872,309 shares issued and outstanding at December 31, 2019 and December 31, 2018, respectively	1,309	1,287
Additional Paid-in Capital	6,561,047	5,629,694
Accumulated deficit	(7,070,480)	(5,523,708)
Total stockholder's equity (deficit)	(508,122)	107,275
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)	$ 123,290	$ 195,847

XML

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2019

Income Tax Disclosure [Abstract]

Schedule of income tax expense (benefit)

	December 31, 2019		December 31, 2018
Total current	$	-	$	-
Total deferred		-		-
	$	-	$	-

Schedule of reconciliation of the expected statutory federal income tax and state income tax provisions

	December 31, 2019			December 31, 2018
Expected benefit at federal statutory rate	$	324,800			825,500
Non-deductible expenses		(179,300	)		(724,200	)
Change in valuation allowance		(145,500	)		(101,300	)
	$	-		$	-

Schedule of deferred income tax assets

	December 31, 2019			December 31, 2018
Loss carryforwards	$	1,462,180		$	1,137,380
Less – stock based compensation		(1,115,500	)		(933,600	)
Less – derivative liabilities		120			(2,480	)
Less - valuation allowance		(346,800	)		(201,300	)
Total net deferred tax assets	$			$	-

XML

Convertible Note - Related Party and Derivative Liabilities (Tables)

12 Months Ended

Dec. 31, 2019

Notes to Financial Statements

Schedule of convertible notes

	December 31, 2019		December 31, 2018
Face value of certain convertible notes	$	25,000	$	25,000
Less: unamortized discount		-		-
Carrying value	$	25,000	$	25,000

Schedule of fair value of conversion feature

Balance at December 31, 2017	$	31,090
Derivative addition associated with convertible notes		-
Change in fair value		5,737
Balance at December 31, 2018		36,827
Change in fair value		355
Balance at December 31, 2019	$	37,182

Schedule of fair value at commitment and re-measurement dates

	Commitment Date		December 31, 2019		December 31, 2018
Expected dividends		0		0		0
Expected volatility	101% ~103%		167% ~ 180%		64% ~ 65%
Expected term	0.92 ~ 1 year		0.26 year		0.67 ~0.74 year
Risk free interest rate		1.33%		1.60%	2.60%

XML

Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Cash Flows From Operating Activities
Net loss	$ (1,546,772)	$ (3,931,028)
Adjustments to reconcile net loss to net cash (used by) operating activities:
Stock options issued for research and development expense	219,095	592,019
Stock awards issued for advisory and consulting services	126,875	28,000
Stock issued for services	74,500	150,000
Stock options granted for officers compensation	409,495	2,673,011
Warrants granted as financing costs	36,410
Accretion of debt discount	945	18,335
Change in derivative liabilities	(12,234)	5,737
Changes in operating assets and liabilities:
Prepaid expenses	(4,280)	(36,173)
Accounts payable and accrued liabilities	117,643	9,183
Accounts payable and accrued liabilities, related party	31,486	2,011
Net cash (used by) operating activities	(546,837)	(488,905)
Cash Flows From Investing Activities
Net cash provided from (used by) investing activities
Cash Flows From Financing Activities
Proceeds from convertible notes	70,000
Proceeds from private placement	65,000	575,000
Proceeds from short term advance, third party	100,000
Proceeds from demand loan, related party	50,000
Proceeds from related party advances	185,000
Net cash provided from financing activities	470,000	575,000
Increase (decrease) in cash and cash equivalents	(76,837)	86,095
Cash at beginning of year	143,862	57,767
Cash at end of year	67,025	143,862
SUPPLEMENTAL DISCLOSURES
Interest paid
Income taxes paid
SUPPLEMENTAL NON-CASH FINANCING ACTIVITIES
Derivative liability associated with debt discount	$ 64,774

XML

Convertible Note - Related Party and Derivative Liabilities (Details 1) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Balance	$ 36,827
Balance	89,367	$ 36,827
Related Party Debt [Member]
Balance	36,827	31,090
Derivative addition associated with convertible notes
Change in fair value	355	5,737
Balance	$ 37,182	$ 36,827

XML

Convertible Note and Derivative Liabilities (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Carrying value	$ 25,000	$ 25,000
Derivative Liabilities [Member]
Face value of certain convertible notes	70,000
Less: unamortized discount	(63,829)
Carrying value	$ 6,171

XML

Convertible Note and Derivative Liabilities

12 Months Ended

Dec. 31, 2019

Notes to Financial Statements

Convertible Note and Derivative Liabilities

Note 5 – Convertible Note and Derivative Liabilities

In December 2019 we issued and sold in a private offering 8% convertible notes in the aggregate principal amount of $70,000. Such notes are due on December 31, 2021 and are convertible into shares of our common stock at a conversion price (the "Conversion Price") for each share of common stock equal to the lesser of: (a) $.50; or (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; or (c) so long as lower than (a) or (b), such price per share of common stock as the Company and the holder may agree from time to time.  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.

We recorded interest expenses of $161 for the year ended December 31, 2019 in respect of the aforementioned notes.

The convertible notes qualify for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The derivative liability of the $70,000 convertible notes was calculated using the Black-Scholes pricing model to be $64,774.

The carrying value of these convertible notes is as follows:

	December 31, 2019			December 31, 2018
Face value of certain convertible notes	$	70,000		$	-
Less: unamortized discount		(63,829	)		-
Carrying value	$	6,171		$	-

Amortization of the discount during the year ended December 31, 2019 totaled $945 which amounts have been recorded as interest expense. 

As a result of the application of ASC No. 815 in the periods ended December 31, 2019 and December 31, 2018 the fair value of the conversion feature is summarized as follows:

Balance at December 31, 2018	$	-
Derivative addition associated with convertible notes		64,774
Change in fair value		(12,589	)
Balance at December 31, 2019	$	52,185

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, 2019 and commitment date:

	Commitment Date		December 31, 2019
Expected dividends		0		0
Expected volatility	154.19% ~155.95%		156.46%
Expected term	2.10 year		2 year
Risk free interest rate		1.65%		1.58%

XML

Income Taxes

12 Months Ended

Dec. 31, 2019

Income Tax Disclosure [Abstract]

Income Taxes

Note 13 – Income Taxes

On December 22, 2017, the 2017 Tax Cuts and Jobs Act (the “Tax Act”) was enacted including a one-time mandatory transition tax on accumulated foreign earnings and a reduction of the corporate income tax rate to 21% effective January 1, 2018., The Company is required to recognize the effect of the tax law changes in the period of enactment, such as determining the transition tax, remeasuring its U.S. deferred tax assets and liabilities as well as reassessing the net realizability of its deferred tax assets and liabilities. The Company has remeasured its U.S. deferred tax assets at a statutory income tax rate of 21% during years ended December 31, 2019 and December 31, 2018

The income tax expense (benefit) consisted of the following for the years ended December 31, 2019 and December 31, 2018:

	December 31, 2019		December 31, 2018
Total current	$	-	$	-
Total deferred		-		-
	$	-	$	-

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

The following is a reconciliation of the expected statutory federal income tax and state income tax provisions to the actual income tax benefit for the years ended December 31, 2019 and December 31, 2018: 

	December 31, 2019			December 31, 2018
Expected benefit at federal statutory rate	$	324,800			825,500
Non-deductible expenses		(179,300	)		(724,200	)
Change in valuation allowance		(145,500	)		(101,300	)
	$	-		$	-

The Company had deferred income tax assets as of December 31, 2019 and 2018 as follows:

	December 31, 2019			December 31, 2018
Loss carryforwards	$	1,462,180		$	1,137,380
Less – stock based compensation		(1,115,500	)		(933,600	)
Less – derivative liabilities		120			(2,480	)
Less - valuation allowance		(346,800	)		(201,300	)
Total net deferred tax assets	$			$	-

Tax years from inception to the year ended December 31, 2018 have been filed and are open for examination by the taxing authorities. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the periods presented above. The Company had no accruals for interest and penalties at December 31, 2019. The Company's utilization of any net operating loss carry-forward may be unlikely as a result of its intended activities. 

XML

Income Taxes (Details 1) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Expected benefit at federal statutory rate	$ 324,800	$ 825,500
Non-deductible expenses	(179,300)	(724,200)
Change in valuation allowance	(145,500)	(101,300)
Total