Wyoming
|
2836
|
81-3623646
|
(State or other jurisdiction of
|
(Primary Standard Industrial
|
(I.R.S. Employer
|
incorporation or organization)
|
Classification Code Number)
|
Identification Number)
|
|
|
|
|
28-10 Jackson Avenue #26N
Long Island City, New York 11101
(212) 945-2080
Email: jmeer@qrons.com
|
|
|
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
|
Large accelerated filer [ ]
|
Accelerated filer [ ]
|
Non-accelerated filer [X]
|
Smaller reporting company [X]
|
|
Emerging growth company [X]
|
Title of Class of Securities to be Registered
|
Amount of Shares to be Registered
|
Proposed Maximum Offering Price Per Share
|
Proposed
Maximum
Aggregate
Offering Price
|
Amount of
Registration Fee
|
|||||||||
Company Offering
|
|||||||||||||
Common Stock, par value $0.0001 per share (1)(2)
|
2,500,000
|
$0.77 |
$1,925,000.00 |
$178.45 |
|||||||||
Selling Shareholder Offering
Common Stock, par value $0.0001 per Share(1)(2)
|
2,866,429
|
$0.77 |
$2,207,150.33 |
$204.60 |
|||||||||
Common Stock, par value $0.0001 per share, issuable upon conversion of convertible promissory notes by the selling shareholders (1)(2)(3)
|
490,000
|
$0.77 |
$377,300.00 |
$34.98 |
|||||||||
Common Stock, par value $0.0001 per share, issuable upon exercise of common stock purchase warrants by the selling shareholders (1)(2)(3)
|
295,000
|
$0.77 |
$227,150.00 |
$21.06 |
|||||||||
Total |
$439.09 |
(1)
|
Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) of the Securities Act of 1933, as amended (the “Securities Act”).
|
(2)
|
Pursuant to Rule 416 under the Securities Act, the securities being registered hereunder include such indeterminate number of additional shares of common stock as may be issued after the date hereof as a
result of stock splits, stock dividends or similar transactions.
|
(3)
|
Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act, based on the closing sale price of the registrant’s common stock on the OTCQB of
$0.77 per share on November 26, 2021.
|
|
Page
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1 | |
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4 | |
22 | |
22 | |
22 | |
23 | |
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23 | |
31 | |
40 | |
42 | |
43 | |
44 | |
45 | |
47 | |
49 | |
51 | |
51 | |
51 | |
51 | |
52 | |
53 |
|
•
|
We have a history of losses; We have incurred significant losses since inception and we expect to incur losses over the next several years and may not be able to achieve or sustain revenues or profitability in
the future;
|
|
•
|
We will be required to raise significant additional financing;
|
|
•
|
We have a significant amount of indebtedness;
|
•
|
Our independent public accounting firm has expressed substantial doubt about our ability to continue as a going concern;
|
|
|
•
|
Because our product candidates are in an early stage of development, there is a high risk of failure, and we may never succeed in developing marketable products or generating product revenues;
|
|
•
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We may be unable to protect our intellectual property;
|
|
•
|
Market acceptance of our products is still uncertain;
|
|
|
|
|
•
|
Investors in the Offering may lose their entire investment.
|
Common stock outstanding prior to the Offering (as of November 26, 2021)
|
|
13,289,789 shares
|
|
|
|
Shares of common stock offered by us in the Offering
|
|
2,500,000 shares
|
|
|
|
Offering price for shares sold in the Offering
|
|
To be determined
|
|
||
Common stock outstanding after completion of the Offering (assuming all of the shares have been sold and none of the shares offered by the Selling Shareholders have been issued)
|
|
15,789,789 shares
|
|
|
|
Common stock offered by the Selling Shareholders
|
|
3,651,429 shares, consisting of (i) 2,866,429 shares of our common stock issued and outstanding, (ii) 490,000 Conversion Shares issuable upon exercise of outstanding convertible promissory notes held by certain
of the Selling Shareholders, and (iii) 295,000 shares of our common stock issuable upon exercise of Warrants held by certain of the Selling Shareholders.
|
|
|
|
Common stock outstanding after the Selling Shareholders Offering (assuming all of the shares offered in the Offering and all the shares offered by the Selling Shareholders have been issued and sold)
|
|
16,574,789
|
|
|
|
Use of proceeds
|
|
We intend to use the net proceeds from the Offering after deducting the estimated offering expenses for sales and marketing activities, product development, including through the use of strategic arrangements
with companies and institutions making use of technologies, solutions or businesses that complement our business, and for working capital and general corporate purposes. See “Use of Proceeds” on page 22 of this prospectus.
We will not receive any proceeds from the sale of any shares by the Selling Shareholders in the Selling Shareholders Offering. However, if the Selling Shareholders exercise their Warrants for cash then in the
future, we may receive up to an aggregate of $295,000 in additional proceeds upon the exercise of the Warrants.
|
OTCQB Symbol
|
|
Our common stock is presently quoted on the OTCQB Marketplace under the symbol “QRON.”
|
Risk factors
|
|
Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 4.
|
|
•
|
lack or perceived lack of evidence supporting the beneficial characteristics of our technology;
|
|
|
|
|
•
|
limited long-term data on the use of conditioned medium technology for therapy;
|
|
|
|
|
•
|
physicians' perception that there are insufficient advantages of our product relative to currently available products;
|
|
|
|
|
•
|
hospitals may choose not to purchase our product;
|
|
•
|
group purchasing organizations may choose not to contract for our product, thus limiting availability of our products to hospital purchasers;
|
|
|
|
|
•
|
lack of coverage or adequate payment from managed care plans and other third-party payers for our product;
|
|
|
|
|
•
|
Medicare, Medicaid or other third-party payers may limit or not permit reimbursement for our product; and
|
|
|
|
|
•
|
the development of or improvement of competitive products.
|
|
•
|
encounter difficulties in achieving volume production, quality control and quality assurance or suffer shortages of qualified personnel, which could result in their inability to manufacture sufficient
quantities of our commercially available product to meet market demand, or it could experience similar problems that result in the manufacture of insufficient quantities of our product candidate; and
|
|
|
|
|
•
|
fail to follow and remain in compliance with the FDA-mandated Quality System Regulations ("QSRs"), compliance which is required for all medical products or fail to document their compliance to QSRs, either of
which could lead to significant delays in the availability of materials for our product.
|
|
•
|
have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
|
|
•
|
comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information
about the audit and the financial statements (i.e., an auditor discussion and analysis);
|
|
•
|
submit certain executive compensation matters to shareholder advisory votes, such as "say-on-pay" and "say-on-frequency;" and
|
|
•
|
disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive's compensation to median employee
compensation.
|
|
•
|
we may not be able to demonstrate to the FDA's satisfaction that our product candidate is safe and effective, sensitive and specific diagnostic tests, for its intended users;
|
|
|
|
|
•
|
the data from our pre-clinical studies and clinical trials may be insufficient to support clearance or approval, where required; and
|
|
|
|
|
•
|
the manufacturing process or facilities we use may not meet applicable requirements.
|
|
For the Three Months Ended September 30,
|
|||||||
|
2021
|
2020
|
||||||
|
||||||||
Net sales
|
$
|
-
|
$
|
-
|
||||
|
||||||||
Operating expenses:
|
||||||||
Research and development expenses
|
9,076
|
33,441
|
||||||
Professional fees
|
11,868
|
9,010
|
||||||
General and administrative expenses
|
9,363
|
20,977
|
||||||
Total operating expenses
|
30,307
|
63,428
|
||||||
|
||||||||
Loss from operations
|
(30,307
|
)
|
(63,428
|
)
|
||||
|
||||||||
Other income (expense)
|
||||||||
Interest expense
|
(43,526
|
)
|
(12,460
|
)
|
||||
Change in derivative liabilities
|
(6,047
|
)
|
(78,045
|
)
|
||||
Total other income (expense)
|
(49,573
|
)
|
(90,505
|
)
|
||||
|
||||||||
Net loss
|
$
|
(79,880
|
)
|
$
|
(153,933
|
)
|
|
For the Nine Months Ended September 30,
|
|||||||
|
2021
|
2020
|
||||||
|
||||||||
Net sales
|
$
|
-
|
$
|
-
|
||||
|
||||||||
Operating expenses:
|
||||||||
Research and development expenses
|
32,262
|
207,900
|
||||||
Professional fees
|
35,808
|
39,526
|
||||||
General and administrative expenses
|
43,398
|
48,528
|
||||||
Total operating expenses
|
111,468
|
295,954
|
||||||
|
||||||||
Loss from operations
|
(111,468
|
)
|
(295,954
|
)
|
||||
|
||||||||
Other income (expense)
|
||||||||
Interest expense
|
(166,270
|
)
|
(39,559
|
)
|
||||
Change in derivative liabilities
|
(2,877
|
)
|
(75,283
|
)
|
||||
Total other income (expense)
|
(169,147
|
)
|
(114,842
|
)
|
||||
|
||||||||
Net loss
|
$
|
(280,615
|
)
|
$
|
(410,796
|
)
|
|
For the Year ended
December 31, |
|||||||
|
2020
|
2019
|
||||||
Operating expenses:
|
||||||||
Research and development expenses
|
$
|
258,620
|
$
|
651,476
|
||||
Professional fees
|
47,560
|
75,677
|
||||||
General and administrative expenses
|
247,561
|
789,279
|
||||||
Total operating expenses
|
$
|
553,741
|
$
|
1,516,432
|
|
For the Year ended
December 31, |
|||||||
|
2020
|
2019
|
||||||
Net cash provided (used by) operating activities
|
$
|
(220,393
|
)
|
$
|
(546,837
|
)
|
||
Net cash provided from (used by) investing activities
|
-
|
-
|
||||||
Net cash provided from financing activities
|
211,000
|
470,000
|
||||||
Increase (decrease) in cash and cash equivalents
|
$
|
(9,393
|
)
|
$
|
(76,837
|
)
|
•
|
Diseases caused by faulty genes, such as Huntington's disease and muscular dystrophy nervous system development disorder, such as spina bifida.
|
•
|
Degenerative diseases, where nerve cells are damaged or die, such as Parkinson’s disease and Alzheimer’s disease.
|
•
|
Diseases of the blood vessels supplying the brain, such as stroke.
|
•
|
Injuries to the spinal cord and brain.
|
•
|
Seizure disorders, such as epilepsy
|
Name
|
|
Age
|
|
Position(s)
|
|
|
|
|
|
Jonah Meer
|
|
66
|
|
Chief Executive Officer, Chief Financial Officer, Secretary and Director
|
Ido Merfeld
|
|
57
|
|
President and Director
|
Name and Principal
|
Fiscal Year Ended
|
Salary
|
Bonus
|
Stock Awards
|
Option Awards
|
All Other
|
Total
|
Position
|
12/31
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
Jonah Meer,
Chief Executive Officer, Chief Financial Officer, Secretary and Director
|
2020
|
-
|
-
|
-
|
106,765(1)
|
-
|
106,765(1)
|
2019
|
-
|
-
|
-
|
182,660(2)
|
|
182,660(2)
|
|
Ido Merfeld,
President and Director
|
2020
|
-
|
-
|
-
|
106,765(1)
|
-
|
106,765(1)
|
2019
|
-
|
-
|
-
|
182,660(2)
|
-
|
182,660(2)
|
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
|
|
12/20/20
|
325,000
|
0
|
2.00
|
12/20/25
|
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
|
|
12/20/20
|
325,000
|
0
|
2.00
|
12/10/25
|
|
|
||||
|
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
|
6,435,000(2)
|
|
|
44.2
|
%(1)
|
Ido Merfeld
|
|
|
|
|
|
President and Director
|
6,335,000(3)
|
|
|
43.5
|
%(1)
|
|
|
|
|
|
|
All officers and directors as a group (2 persons):
|
12,770,000(4)
|
|
|
80.6
|
%
|
|
|
|
|
|
|
Selling Shareholder
|
Beneficial Ownership Before the Selling Shareholders Offering
|
Number of Shares Being Offered
|
Beneficial Ownership After the Selling Shareholders Offering
|
Percentage of Ownership After the Selling Shareholders Offering
|
Jonah Meer
|
6,335,000(1)(2)
|
1,000,000
|
5,335,000
|
36.63%
|
Ido Merfeld
|
6,335,000(1)(2)
|
1,000,000
|
5,335,000
|
36.63%
|
Quick Capital, LLC (3)
|
345,000(4)
|
345,000(4)
|
-
|
*
|
Rey Arias
|
105,000(5)
|
105,000(5)
|
-
|
*
|
Decagon LLC (6)
|
100,000(7)
|
100,000(7)
|
-
|
*
|
Maria Guadalupe Becerra
|
60,000(8)
|
60,000(8)
|
-
|
*
|
Glenwood Partners, LP (9)
|
75,000(10)
|
75,000(10)
|
-
|
*
|
Jacob Abilevitz
|
150,000(11)
|
150,000(11)
|
-
|
*
|
Saul Curtis
|
75,000(12)
|
75,000(12)
|
-
|
*
|
Mitchel Berkowitz
|
75,000(12)
|
75,000(12)
|
-
|
*
|
M. Tayer Ltd. (13)
|
11,429
|
11,429
|
-
|
*
|
Danny Baranes |
295,000
|
295,000
|
-
|
*
|
Liat Hammer |
295,000
|
295,000
|
-
|
*
|
Pavel Hilman
|
40,000
|
40,000
|
-
|
*
|
Mirtha Arias Poulliard
|
25,000
|
25,000
|
-
|
*
|
|
•
|
an individual must not be subject to a statutory disqualification;
|
|
|
|
|
•
|
an individual must not be compensated in connection with such selling participation by payment of commissions or other payments based either directly or indirectly on such transactions;
|
|
|
|
|
•
|
an individual must not be an associated person of a broker-dealer;
|
|
|
|
|
•
|
an individual must primarily perform, or is intended primarily to perform at the end of the Offering, substantial duties for or on behalf of the Company otherwise than in connection with transactions in
securities; and
|
|
|
|
|
•
|
an individual must perform substantial duties for the Company after the close of the Offering not connected with transactions in securities, and not have been an associated person of a broker or dealer for the
preceding 12 months, and not participate in selling an offering of securities for any issuer more than once every 12 months.
|
|
|
•
|
this prospectus, with subscription agreement, is delivered by the Company to each offeree;
|
|
•
|
the subscription is completed by the offeree, and submitted with check back to the Company where the subscription and a copy of the check is emailed to counsel for review;
|
|
•
|
each subscription is reviewed by counsel for the Company to confirm the subscribing party completed the form, and to confirm the state of acceptance;
|
|
•
|
once approved by counsel, the subscription is accepted by management and the funds will be deposited within four days of acceptance;
|
|
•
|
subscriptions not accepted are returned with all funds sent with the subscription within three business days of the Company’s receipt of the subscription, without interest or deduction of any kind.
|
|
•
|
on any national securities exchange or quotation service on which shares may be listed or quoted at the time of sale;
|
|
|
|
|
•
|
in the over-the-counter market;
|
|
|
|
|
•
|
in the transactions otherwise than on these exchanges or systems or in the over-the-counter market;
|
|
|
|
|
•
|
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
|
|
|
|
|
•
|
block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;
|
|
|
|
|
•
|
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
|
|
|
|
|
•
|
an exchange distribution in accordance with the rules of the applicable exchange;
|
|
|
|
|
•
|
privately negotiated transactions;
|
|
|
|
|
•
|
short sales;
|
|
|
|
|
•
|
through the listing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise;
|
|
|
|
|
•
|
broker-dealers may agree with the selling shareholders to sell a specified number of such shares at a stipulated price;
|
|
|
|
|
•
|
a combination of any such methods of sale; and
|
|
|
|
|
•
|
any other method permitted pursuant to applicable law.
|
|
|
Page
|
|
F-1
|
|
|
F-2
|
|
|
F-3
|
|
|
F-4
|
|
|
F-5
|
|
|
F-6
|
December 31, 2020
|
December 31, 2019
|
|||||||
|
||||||||
ASSETS
|
||||||||
Current assets
|
||||||||
Cash and cash equivalents
|
$
|
57,632
|
$
|
67,025
|
||||
Prepaid expenses
|
-
|
56,265
|
||||||
Total current assets
|
57,632
|
123,290
|
||||||
|
||||||||
TOTAL ASSETS
|
$
|
57,632
|
$
|
123,290
|
||||
|
||||||||
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||
|
||||||||
Current liabilities
|
||||||||
Accounts payable and accrued liabilities
|
$
|
49,059
|
$
|
140,967
|
||||
Accounts payable and accrued liabilities – related party
|
43,768
|
34,907
|
||||||
Demand loans, related party
|
50,000
|
50,000
|
||||||
Advances from related party
|
286,000
|
185,000
|
||||||
Unsecured short-term advances
|
100,000
|
100,000
|
||||||
Convertible note – related party, net of debt discount
|
25,000
|
25,000
|
||||||
Convertible note, net of debt discount
|
43,636
|
6,171
|
||||||
Derivative liabilities
|
154,485
|
89,367
|
||||||
Total current liabilities
|
751,948
|
631,412
|
||||||
|
||||||||
Total liabilities
|
751,948
|
631,412
|
||||||
|
||||||||
Stockholders' equity (deficit)
|
||||||||
Series A Preferred stock: $0.001 par value; 10,000 shares authorized; 2,000 shares issued and outstanding
|
2
|
2
|
||||||
Common stock, $0.0001 par value: 100,000,000 shares authorized; 13,289,789 and 13,089,789 shares issued and outstanding at December 31, 2020 and December 31, 2019, respectively
|
1,329
|
1,309
|
||||||
Additional paid-in capital
|
7,037,796
|
6,561,047
|
||||||
Accumulated deficit
|
(7,733,443
|
)
|
(7,070,480
|
)
|
||||
Total stockholder's equity (deficit)
|
(694,316
|
)
|
(508,122
|
)
|
||||
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
|
$
|
57,632
|
$
|
123,290
|
|
For the Years Ended
|
|||||||
|
December 31,
|
|||||||
|
2020
|
2019
|
||||||
|
||||||||
Net sales
|
$
|
-
|
$
|
-
|
||||
|
||||||||
Operating expenses:
|
||||||||
Research and development expenses
|
258,620
|
651,476
|
||||||
Professional fees
|
47,560
|
75,677
|
||||||
General and administrative expenses
|
247,561
|
789,279
|
||||||
Total operating expenses
|
553,741
|
1,516,432
|
||||||
|
||||||||
Income (loss) from operations
|
(553,741
|
)
|
(1,516,432
|
)
|
||||
|
||||||||
Other income (expense)
|
||||||||
Interest expense
|
(52,019
|
)
|
(42,574
|
)
|
||||
Change in derivative liabilities
|
(57,203
|
)
|
12,234
|
)
|
||||
Total other income (expense)
|
(109,222
|
)
|
(30,340
|
)
|
||||
|
||||||||
Net (loss)
|
$
|
(662,963
|
)
|
$
|
(1,546,772
|
)
|
||
|
||||||||
Net (loss) per common shares (basic and diluted)
|
$
|
(0.05
|
)
|
$
|
(0.12
|
)
|
||
|
||||||||
Weighted average shares outstanding
|
||||||||
(Basic and diluted)
|
13,163,286
|
12,998,973
|
|
Series A Preferred
|
Common Stock
|
Additional
Paid-in |
Accumulated
|
Total
|
|||||||||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Stockholders' Equity (Deficit)
|
|||||||||||||||||||||
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
|
)
|
||||||||||||||||||
Issuance of common stock for private placement
|
-
|
-
|
200,000
|
20
|
99,980
|
-
|
100,000
|
|||||||||||||||||||||
Stock options granted to officers
|
-
|
-
|
-
|
-
|
213,530
|
-
|
213,530
|
|||||||||||||||||||||
Stock options granted to non-employees as research and development costs
|
-
|
-
|
-
|
-
|
159,839
|
-
|
159,839
|
|||||||||||||||||||||
Warrants exercised associated with private placement
|
-
|
-
|
-
|
-
|
3,400
|
-
|
3,400
|
|||||||||||||||||||||
Net loss for the year
|
-
|
-
|
-
|
-
|
-
|
(662,963
|
)
|
(662,963
|
)
|
|||||||||||||||||||
Balance, December 31, 2020
|
2,000
|
$
|
2
|
13,289,789
|
1,329
|
7,037,796
|
(7,733,443
|
)
|
(694,316
|
)
|
|
For the Years ended
December 31,
|
|||||||
|
2020
|
2019
|
||||||
Cash Flows From Operating Activities
|
||||||||
Net loss
|
$
|
(662,963
|
)
|
$
|
(1,546,772
|
)
|
||
Adjustments to reconcile net loss to net cash (used by) operating activities:
|
||||||||
Stock options issued for research and development expense
|
159,839
|
219,095
|
||||||
Stock awards issued for advisory and consulting services
|
-
|
126,875
|
||||||
Stock issued for services
|
-
|
74,500
|
||||||
Stock options granted for officer compensation
|
213,530
|
409,495
|
||||||
Warrants granted as financing costs
|
3,400
|
36,410
|
||||||
Accretion of debt discount
|
35,380
|
945
|
||||||
Change in derivative liabilities
|
57,203
|
(12,234
|
)
|
|||||
Changes in operating assets and liabilities:
|
||||||||
Prepaid expenses
|
56,265
|
(4,280
|
)
|
|||||
Accounts payable and accrued liabilities
|
(91,908
|
)
|
117,643
|
|||||
Accounts payable and accrued liabilities, related party
|
8,861
|
31,486
|
||||||
Net cash (used by) operating activities
|
(220,393
|
)
|
(546,837
|
)
|
||||
|
||||||||
Cash Flows From Investing Activities
|
||||||||
Net cash provided from (used by) investing activities
|
-
|
-
|
||||||
|
||||||||
Cash Flows From Financing Activities
|
||||||||
Proceeds from convertible notes
|
10,000
|
70,000
|
||||||
Proceeds from private placement
|
100,000
|
65,000
|
||||||
Proceeds from short term advance, third party
|
-
|
100,000
|
||||||
Proceeds from demand loan, related party
|
-
|
50,000
|
||||||
Proceeds from related party advances
|
101,000
|
185,000
|
||||||
Net cash provided from financing activities
|
211,000
|
470,000
|
||||||
|
||||||||
Increase (decrease) in cash and cash equivalents
|
(9,393
|
)
|
(76,837
|
)
|
||||
|
||||||||
Cash at beginning of year
|
67,025
|
143,862
|
||||||
Cash at end of year
|
$
|
57,632
|
$
|
67,025
|
||||
|
||||||||
SUPPLEMENTAL DISCLOSURES
|
||||||||
Interest paid
|
$
|
-
|
$
|
-
|
||||
Income taxes paid
|
$
|
-
|
$
|
-
|
||||
|
||||||||
SUPPLEMENTAL NON-CASH FINANCING ACTIVITIES
|
||||||||
Derivative liability associated with debt discount
|
$
|
-
|
$
|
64,774
|
|
Fair value measurements on a recurring basis
|
|||||||||||
|
Level 1
|
Level 2
|
Level 3
|
|||||||||
As of December 31, 2020:
|
||||||||||||
Liabilities
|
||||||||||||
Derivative liabilities
|
$
|
-
|
$
|
-
|
$
|
154,485
|
||||||
|
||||||||||||
As of December 31, 2019:
|
||||||||||||
Liabilities
|
||||||||||||
Derivative liabilities
|
$
|
-
|
$
|
-
|
$
|
89,367
|
|
December 31, 2020
|
December 31,
2019
|
||||||
Research warrants at 3% of issued and outstanding shares
|
398 694
|
392,694
|
||||||
Convertible notes
|
445,400
|
261,107
|
||||||
Series A preferred shares
|
700
|
700
|
||||||
Stock options vested
|
3,243,333
|
2,331,669
|
||||||
Stock options not yet vested
|
33,333
|
183,331
|
||||||
Stock purchase warrants
|
180,000
|
70,000
|
||||||
Total
|
4,301,460
|
3,239,501
|
|
December 31, 2020
|
December 31, 2019
|
||||||
Face value of certain convertible notes
|
$
|
25,000
|
$
|
25,000
|
||||
Less: unamortized discount
|
-
|
-
|
||||||
Carrying value
|
$
|
25,000
|
$
|
25,000
|
Balance at December 31, 2018
|
$
|
36,827
|
||
Change in fair value
|
355
|
|||
Balance at December 31, 2019
|
37,182
|
|||
Change in fair value
|
24,500
|
|||
Balance at December 31, 2020
|
$
|
61,682
|
|
Commitment Date
|
|
December 31, 2020
|
|
December 31, 2019
|
|
||||||
Expected dividends
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Expected volatility
|
101% ~103%
|
|
316% ~ 333%
|
|
167% ~ 180%
|
|
||||||
Expected term
|
0.92 ~ 1 year
|
|
0.74year
|
|
0.26 year
|
|
||||||
Risk free interest rate
|
|
|
1.33%
|
|
|
|
0.09%
|
|
|
|
1.60%
|
|
|
December 31, 2020
|
December 31, 2019
|
||||||
Face value of certain convertible notes
|
$
|
80,000
|
$
|
70,000
|
||||
Less: unamortized discount
|
(36,364
|
)
|
(63,829
|
)
|
||||
Carrying value
|
$
|
43,636
|
$
|
6,171
|
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
|
|||
Derivative addition associated with convertible notes
|
7,915
|
|||
Change in fair value
|
32,703
|
|||
Balance at December 31, 2020
|
$
|
92,803
|
|
Commitment Date
|
|
December 31, 2020
|
|
December 31, 2019
|
|
||||||
Expected dividends
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Expected volatility
|
154% ~173%
|
|
280% ~296%
|
|
156%
|
|
||||||
Expected term
|
2.10 years
|
|
1.05 ~ 1.25 years
|
|
2 years
|
|
||||||
Risk free interest rate
|
|
|
1.42 ~ 1.65%
|
|
|
|
0.10%
|
|
|
|
1.58%
|
|
(1)
|
Demand Loan from related party
|
(2)
|
Advances from Related Parties
|
(3)
|
Others
|
(4)
|
Officer compensation
|
(1)
|
Science Advisory Board Member Consulting Agreements (the " Consulting Agreements")
|
-
|
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.
|
(2)
|
Business Advisory Board Agreements
|
(3)
|
Investor Relations Agreement
|
|
Year ended
December 31,
|
|||||
|
2020
|
2019
|
||||
Number of shares vested in period
|
-
|
92,500
|
||||
Weighted average fair market value per share
|
$
|
-
|
$
|
1.37
|
||
Stock based compensation recognized
|
$
|
-
|
$
|
126,875
|
(b)
|
Stock Options granted to Employees:
|
(b)
|
Stock Options granted to Employees (cont'd):
|
|
Twelve Months ended
|
|||||
|
December 31,
|
|||||
|
2020
|
2019
|
||||
|
||||||
Research and development expenses
|
$
|
159,839
|
$
|
219,095
|
(c)
|
Stock Options granted to Officers:
|
|
Year ended
|
|
||||
|
December 31,
|
|
||||
|
2020
|
|
2019
|
|
||
|
|
|
|
|
||
General and administrative expenses
|
$
|
213,530
|
|
$
|
409,495
|
|
(c)
|
Stock Options granted to Officers (cont'd):
|
|
|
Measurement date
|
|
|
Dividend yield
|
|
|
0%
|
|
Expected volatility
|
|
114.69 ~ 186.80%
|
|
|
Risk-free interest rate
|
|
0.39% ~ 2.68%
|
|
|
Expected life (years)
|
|
3 ~ 5
|
|
|
Stock Price
|
|
$
|
0.38 ~ 2.80
|
|
Exercise Price
|
|
$
|
0.40 ~ 2.00
|
|
|
December 31, 2020
|
December 31, 2019
|
||||||||||||||||||||||
|
Weighted Average
Exercise
|
Weighted Average Remaining Contractual Life
|
Weighted Average
Exercise
|
Weighted Average Remaining Contractual Life
|
||||||||||||||||||||
|
Shares
|
Price
|
(in years)
|
Shares
|
Price
|
(in years)
|
||||||||||||||||||
Outstanding, beginning of period
|
2,515,000
|
$
|
1.98
|
3.78
|
1,615,000
|
$
|
1.97
|
4.38
|
||||||||||||||||
Granted
|
800,000
|
$
|
2
|
-
|
950,000
|
$
|
2
|
-
|
||||||||||||||||
Exercised
|
-
|
$
|
-
|
-
|
-
|
$
|
-
|
-
|
||||||||||||||||
Canceled/forfeited
|
(38,334
|
)
|
$
|
2
|
-
|
(50,000
|
)
|
$
|
2
|
-
|
||||||||||||||
Outstanding, end of period
|
3,276,666
|
$
|
2
|
3.28
|
2,515,000
|
$
|
1.987
|
3.78
|
||||||||||||||||
Options exercisable, end of period
|
3,243,333
|
$
|
2
|
3.28
|
2,331,669
|
$
|
1.98
|
3.78
|
||||||||||||||||
Options expected to vest, end of period
|
33,333
|
$
|
2
|
2
|
183,331
|
$
|
1.98
|
1.98
|
||||||||||||||||
Weighted average fair value of options granted
|
$
|
1.31
|
$
|
1.62
|
|
Warrants
|
Weighted Average Exercise Price
|
|||||||
Outstanding – December 31, 2018
|
52,000
|
(1)
|
$
|
0.40
|
|||||
Granted
|
70,000
|
(3)
|
1.00
|
||||||
Canceled/forfeited
|
-
|
-
|
|||||||
Exercised
|
(52,000
|
)
|
(2)
|
0.40
|
|||||
Outstanding – December 31, 2019
|
70,000
|
1.00
|
|||||||
Granted
|
110,000
|
(4)(5)
|
1.00
|
||||||
Canceled/forfeited
|
-
|
-
|
|||||||
Exercised
|
-
|
-
|
|||||||
Outstanding – December 31, 2020
|
180,000
|
$
|
1.00
|
|
|
Measurement date
|
|
|
Dividend yield
|
|
|
0%
|
|
Expected volatility
|
|
97.90~172.75%
|
|
|
Risk-free interest rate
|
|
0.16~1.72%
|
|
|
Expected life (years)
|
|
2.71~5.00
|
|
|
Stock Price
|
|
|
$0.25 ~ $0.99
|
|
Exercise Price
|
|
|
$0.40 ~ $1.00
|
|
|
|
December 31, 2020
|
|
|
December 31, 2019
|
|
||
Total current
|
|
$
|
-
|
|
|
$
|
-
|
|
Total deferred
|
|
|
-
|
|
|
|
-
|
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
December 31, 2020
|
|
|
December 31, 2019
|
|
||
Expected benefit at federal statutory rate
|
|
$
|
139,200
|
|
|
|
324,800
|
|
Non-deductible expenses
|
|
|
(90,400
|
)
|
|
|
(179,300
|
)
|
Change in valuation allowance
|
|
|
(48,800
|
)
|
|
|
(145,500
|
)
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
December 31, 2020
|
|
|
December 31, 2019
|
|
||
Loss carryforwards
|
|
$
|
1,601,380
|
|
|
$
|
1,462,180
|
|
Less – stockbased compensation
|
|
|
(1,193,900
|
)
|
|
|
(1,115,500
|
)
|
Less – derivative liabilities
|
|
|
(11,880
|
)
|
|
|
120
|
|
Less - valuation allowance
|
|
|
(395,600
|
)
|
|
|
(346,800
|
)
|
Total net deferred tax assets
|
|
$
|
|
|
|
$
|
-
|
|
|
|
Page
|
|
F-23
|
|
|
F-24
|
|
|
F-25
|
|
|
F-26
|
|
|
F-27
|
|
||||||||
|
September 30,
2021 |
December 31,
2020 |
||||||
|
||||||||
ASSETS
|
||||||||
Current assets
|
||||||||
Cash and cash equivalents
|
$
|
57,174
|
$
|
57,632
|
||||
Prepaid expenses
|
2,000
|
-
|
||||||
Total current assets
|
59,174
|
57,632
|
||||||
|
||||||||
TOTAL ASSETS
|
$
|
59,174
|
$
|
57,632
|
||||
|
||||||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
||||||||
|
||||||||
Current liabilities
|
||||||||
Accounts payable and accrued liabilities
|
$
|
71,458
|
$
|
49,059
|
||||
Accounts payable and accrued liabilities – related party
|
39,848
|
43,768
|
||||||
Demand loans, related party
|
50,000
|
50,000
|
||||||
Advances from related party
|
286,000
|
286,000
|
||||||
Unsecured short-term advances
|
100,000
|
100,000
|
||||||
Convertible notes – related party, net of debt discount
|
25,000
|
25,000
|
||||||
Convertible notes, net of debt discount
|
103,905
|
43,636
|
||||||
Derivative liabilities
|
351,694
|
154,485
|
||||||
Total current liabilities
|
1,027,905
|
751,948
|
||||||
|
||||||||
Total liabilities
|
1,027,905
|
751,948
|
||||||
|
||||||||
Stockholders’ deficit
|
||||||||
Series A Preferred stock: $0.001 par value; 10,000 shares authorized; 2,000 shares issued and outstanding
|
2
|
2
|
||||||
Common stock, $0.0001 par value: 100,000,000 shares authorized; 13,289,789 shares issued and outstanding
|
1,329
|
1,329
|
||||||
Additional paid-in capital
|
7,043,996
|
7,037,796
|
||||||
Accumulated deficit
|
(8,014,058
|
)
|
(7,733,443
|
)
|
||||
Total stockholders’ deficit
|
(968,731
|
)
|
(694,316
|
)
|
||||
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT
|
$
|
59,174
|
$
|
57,632
|
|
||||||||||||||||
|
Three Months ended
|
Nine Months ended
|
||||||||||||||
|
September 30,
|
September 30,
|
||||||||||||||
|
2021
|
2020
|
2021
|
2020
|
||||||||||||
|
||||||||||||||||
Net sales
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||||
|
||||||||||||||||
Operating expenses:
|
||||||||||||||||
Research and development expenses
|
9,076
|
33,441
|
32,262
|
207,900
|
||||||||||||
Professional fees
|
11,868
|
9,010
|
35,808
|
39,526
|
||||||||||||
General and administrative expenses
|
9,363
|
20,977
|
43,398
|
48,528
|
||||||||||||
Total operating expenses
|
30,307
|
63,428
|
111,468
|
295,954
|
||||||||||||
|
||||||||||||||||
Loss from operations
|
(30,307
|
)
|
(63,428
|
)
|
(111,468
|
)
|
(295,954
|
)
|
||||||||
|
||||||||||||||||
Other income (expense)
|
||||||||||||||||
Interest expense
|
(43,526
|
)
|
(12,460
|
)
|
(166,270
|
)
|
(39,559
|
)
|
||||||||
Change in derivative liabilities
|
(6,047
|
)
|
(78,045
|
)
|
(2,877
|
)
|
(75,283
|
)
|
||||||||
Total other income (expense)
|
(49,573
|
)
|
(90,505
|
)
|
(169,147
|
)
|
(114,842
|
)
|
||||||||
|
||||||||||||||||
Net loss
|
$
|
(79,880
|
)
|
$
|
(153,933
|
)
|
$
|
(280,615
|
)
|
$
|
(410,796
|
)
|
||||
|
||||||||||||||||
Net loss per common share – basic and diluted
|
$
|
(0.01
|
)
|
$
|
(0.01
|
)
|
$
|
(0.02
|
)
|
$
|
(0.03
|
)
|
||||
|
||||||||||||||||
Weighted average shares outstanding
basic and diluted
|
13,289,789
|
13,182,180
|
13,289,789
|
13,120,811
|
|
||||||||||||||||||||||||||||
|
Series A Preferred
|
Common Stock
|
Additional
Paid-in |
Accumulated
|
Total
Stockholders’ |
|||||||||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Deficit
|
|||||||||||||||||||||
Balance, December 31, 2020
|
2,000
|
$
|
2
|
13,289,789
|
$
|
1,329
|
$
|
7,037,796
|
$
|
(7,733,443
|
)
|
$
|
(694,316
|
)
|
||||||||||||||
Stock options granted to non-employees as research and development costs
|
-
|
-
|
-
|
-
|
3,100
|
-
|
3,100
|
|||||||||||||||||||||
Net loss for the period
|
-
|
-
|
-
|
-
|
-
|
(235,309
|
)
|
(235,309
|
)
|
|||||||||||||||||||
Balance, March 31, 2021
|
2,000
|
2
|
13,289,789
|
1,329
|
7,040,896
|
(7,968,752
|
)
|
(926,525
|
)
|
|||||||||||||||||||
Stock options granted to non-employees as research and development costs
|
-
|
-
|
-
|
-
|
3,100
|
-
|
3,100
|
|||||||||||||||||||||
Net income for the period
|
-
|
-
|
-
|
-
|
-
|
34,574
|
34,574
|
|||||||||||||||||||||
Balance, June 30, 2021
|
2,000
|
2
|
13,289,789
|
1,329
|
7,043,996
|
(7,934,178
|
)
|
(888,851
|
)
|
|||||||||||||||||||
Net loss for the period
|
-
|
-
|
-
|
-
|
-
|
(79,880
|
)
|
(79,880
|
)
|
|||||||||||||||||||
Balance, September 30, 2021
|
2,000
|
$
|
2
|
13,289,789
|
$
|
1,329
|
$
|
7,043,996
|
$
|
(8,014,058
|
)
|
$
|
(968,731
|
)
|
||||||||||||||
|
|
||||||||||||||||||||||||||||
|
Series A Preferred
|
Common Stock
|
Additional
Paid-in |
Accumulated
|
Total
Stockholders’ |
|||||||||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Deficit
|
|||||||||||||||||||||
Balance, December 31, 2019
|
2,000
|
$
|
2
|
13,089,789
|
$
|
1,309
|
$
|
6,561,047
|
$
|
(7,070,480
|
)
|
$
|
(508,122
|
)
|
||||||||||||||
Stock options granted to non-employees as research and development costs
|
-
|
-
|
-
|
-
|
67,554
|
-
|
67,554
|
|||||||||||||||||||||
Warrants exercised associated with private placement
|
-
|
-
|
-
|
-
|
3,400
|
-
|
3,400
|
|||||||||||||||||||||
Net loss for the period
|
-
|
-
|
-
|
-
|
-
|
(240,132
|
)
|
(240,132
|
)
|
|||||||||||||||||||
Balance, March 31, 2020
|
2,000
|
2
|
13,089,789
|
1,309
|
6,632,001
|
(7,310,612
|
)
|
(677,300
|
)
|
|||||||||||||||||||
Stock options granted to non-employees as research and development costs
|
-
|
-
|
-
|
-
|
29,717
|
-
|
29,717
|
|||||||||||||||||||||
Net loss for the period
|
-
|
-
|
-
|
-
|
-
|
(16,731
|
)
|
(16,731
|
)
|
|||||||||||||||||||
Balance, June 30, 2020
|
2,000
|
2
|
13,089,789
|
1,309
|
6,661,718
|
(7,327,343
|
)
|
(664,314
|
)
|
|||||||||||||||||||
Stock options granted to non-employees as research and development costs
|
-
|
-
|
-
|
-
|
19,840
|
-
|
19,840
|
|||||||||||||||||||||
Stock issued for private placement
|
-
|
-
|
200,000
|
20
|
99,980
|
-
|
100,000
|
|||||||||||||||||||||
Net loss for the period
|
-
|
-
|
-
|
-
|
-
|
(153,933
|
)
|
(153,933
|
)
|
|||||||||||||||||||
Balance, September 30, 2020
|
2,000
|
$
|
2
|
13,289,789
|
$
|
1,329
|
$
|
6,781,538
|
$
|
(7,481,276
|
)
|
$
|
(698,407
|
)
|
|
||||||||
|
For the Nine Months Ended
September 30, |
|||||||
|
2021
|
2020
|
||||||
Cash Flows From Operating Activities
|
||||||||
Net loss
|
$
|
(280,615
|
)
|
$
|
(410,796
|
)
|
||
Adjustments to reconcile net loss to net cash used by operating activities:
|
||||||||
Stock options issued for research and development expense
|
6,200
|
117,111
|
||||||
Warrants granted as financing costs
|
—
|
3,400
|
||||||
Non cash interest expense
|
94,332
|
—
|
||||||
Accretion of debt discount
|
60,269
|
26,350
|
||||||
Change in derivative liabilities
|
2,877
|
75,284
|
||||||
Changes in operating assets and liabilities:
|
||||||||
(Increase) decrease prepaid expenses
|
(2,000
|
)
|
54,522
|
|||||
(Decrease) increase accounts payable and accrued liabilities
|
22,399
|
(62,483
|
)
|
|||||
(Decrease) increase accounts payable and accrued liabilities, related party
|
(3,920
|
)
|
11,045
|
|||||
Net cash (used by) operating activities
|
(100,458
|
)
|
(185,567
|
)
|
||||
|
||||||||
Cash Flows From Investing Activities
|
||||||||
Net cash provided from used by investing activities
|
—
|
—
|
||||||
|
||||||||
Cash Flows From Financing Activities
|
||||||||
Proceeds from private placement
|
100,000
|
|||||||
Proceeds from convertible notes
|
100,000
|
10,000
|
||||||
Proceeds from related party advances
|
—
|
101,000
|
||||||
Net cash provided from financing activities
|
100,000
|
211,000
|
||||||
|
||||||||
Increase (decrease) in cash and cash equivalents
|
(458
|
)
|
25,433
|
|||||
|
||||||||
Cash at beginning of year
|
57,632
|
67,025
|
||||||
Cash at end of period
|
$
|
57,174
|
$
|
92,458
|
||||
|
||||||||
SUPPLEMENTAL DISCLOSURES
|
||||||||
Interest paid
|
$
|
—
|
$
|
—
|
||||
Income taxes paid
|
$
|
—
|
$
|
—
|
||||
|
||||||||
SUPPLEMENTAL NON-CASH FINANCING ACTIVITIES
|
||||||||
Derivative liability associated with debt discount
|
$
|
51,009
|
$
|
7,915
|
||||
Derivative liability associated with warrants
|
$
|
143,323
|
$
|
—
|
|
||||||||||||
|
Fair value measurements on
a recurring basis |
|||||||||||
|
Level 1
|
Level 2
|
Level 3
|
|||||||||
As of September 30, 2021:
|
||||||||||||
Liabilities
|
||||||||||||
Derivative liabilities
|
$
|
-
|
$
|
-
|
$
|
351,694
|
||||||
|
||||||||||||
As of December 31, 2020:
|
||||||||||||
Liabilities
|
||||||||||||
Derivative liabilities
|
$
|
-
|
$
|
-
|
$
|
154,485
|
|
||||||||
|
September 30,
2021 |
December 31,
2020 |
||||||
Research warrants at 3% of issued and outstanding shares
|
398694
|
398694
|
||||||
Convertible notes
|
568,184
|
445,400
|
||||||
Series A preferred shares
|
700
|
700
|
||||||
Stock options vested
|
3,185,000
|
3,243,333
|
||||||
Stock options not yet vested
|
-
|
33,333
|
||||||
Stock purchase warrants
|
295,000
|
180,000
|
||||||
Total
|
4,447,578
|
4,301,460
|
|
|
|
|
|
|
|
||
|
|
September 30,
2021 |
|
|
December 31,
2020 |
|
||
Face value of certain convertible notes
|
|
$
|
25,000
|
|
|
$
|
25,000
|
|
Carrying value
|
|
$
|
25,000
|
|
|
$
|
25,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
Three Months ended
|
|
|
Nine Months ended
|
|
||||||||||
|
|
September 30,
|
|
|
September 30,
|
|
||||||||||
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
||||
Interest on the convertible notes
|
|
$
|
504
|
|
|
$
|
507
|
|
|
$
|
1,496
|
|
|
$
|
1,510
|
|
|
|
|
|
|
Balance at December 31, 2019
|
|
$
|
37,182
|
|
Change in fair value
|
|
|
24,500
|
|
Balance at December 31, 2020
|
|
|
61,682
|
|
Change in fair value
|
|
|
16,927
|
|
Balance at September 30, 2021
|
|
$
|
78,609
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitment Date
|
|
December 31, 2020
|
|
September 30, 2021
|
|
||||||
Expected dividends
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Expected volatility
|
101% ~103%
|
|
316% ~ 333%
|
|
306% ~ 320%
|
|
||||||
Expected term
|
0.92 ~ 1 year
|
|
0.74 year
|
|
1 year
|
|
||||||
Risk free interest rate
|
|
|
1.33%
|
|
|
|
0.09%
|
|
|
|
0.09%
|
|
|
|
|
|
|
|
|
||
|
|
September 30,
2021 |
|
|
December 31,
2020 |
|
||
Face value of certain convertible notes
|
|
$
|
80,000
|
|
|
$
|
80,000
|
|
Less: unamortized discount
|
|
|
(9,571
|
)
|
|
|
(36,364
|
)
|
Carrying value
|
|
$
|
70,429
|
|
|
$
|
43,636
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Three Months ended
|
|
|
Nine Months ended
|
|
||||||||||
|
|
September 30,
|
|
|
September 30,
|
|
||||||||||
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
||||
Amortization on debt discount
|
|
$
|
9,029
|
|
|
$
|
9,030
|
|
|
$
|
26,793
|
|
|
$
|
26,350
|
|
Interest on the convertible notes
|
|
|
1,916
|
|
|
|
1,915
|
|
|
|
4,485
|
|
|
|
5,296
|
|
Total
|
|
$
|
10,945
|
|
|
$
|
10,925
|
|
|
$
|
31,278
|
|
|
$
|
31,646
|
|
|
|
|
|
|
Balance at December 31, 2019
|
|
$
|
52,185
|
|
Derivative addition associated with convertible notes
|
|
|
7,915
|
|
Change in fair value
|
|
|
32,703
|
|
Balance at December 31, 2020
|
|
|
92,803
|
|
Change in fair value
|
|
|
6,972
|
|
Balance at September 30, 2021
|
|
$
|
99,755
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitment Date
|
|
December 31, 2020
|
|
September 30, 2021
|
|
||||||
Expected dividends
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Expected volatility
|
|
|
154% ~173%
|
|
|
|
280% ~296%
|
|
|
|
179%~215%
|
|
Expected term
|
|
|
2.10 years
|
|
|
|
1.05 ~ 1.25 years
|
|
|
|
0.33 ~ 0.47 years
|
|
Risk free interest rate
|
|
|
1.42 ~ 1.65%
|
|
|
|
0.10%
|
|
|
|
0.04%
|
|
|
|
|
|
|
|
|
||
|
|
September 30,
2021 |
|
|
June 15,
2021 |
|
||
Face value of certain convertible notes
|
|
$
|
115,000
|
|
|
$
|
115,000
|
|
Less: unamortized discount
|
|
|
(81,524
|
)
|
|
|
(115,000
|
)
|
Carrying value
|
|
$
|
33,476
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Three Months ended
|
|
|
Nine Months ended
|
|
||||||||||
|
|
September 30,
|
|
|
September 30,
|
|
||||||||||
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
||||
Amortization on debt discount
|
|
$
|
28,750
|
|
|
$
|
-
|
|
|
$
|
33,476
|
|
|
$
|
-
|
|
Day one loss associated with derivative liability
|
|
|
79,332
|
|
|
|
-
|
|
|
|
79,332
|
|
|
|
-
|
|
Interest on the convertible notes
|
|
|
2,319
|
|
|
|
-
|
|
|
|
2,697
|
|
|
|
-
|
|
Total
|
|
$
|
110,401
|
|
|
$
|
-
|
|
|
$
|
115,505
|
|
|
$
|
-
|
|
|
|
|
|
|
Derivative liability associated with convertible note on commitment date
|
|
$
|
51,009
|
|
Derivative liability associated with warrants on commitment date
|
|
|
143,323
|
|
Derivative liability at June 15, 2021
|
|
|
194,332
|
|
Change in fair value – convertible note
|
|
|
(21,165
|
)
|
Change in fair value – warrants
|
|
|
163
|
|
Balance at September 30, 2021
|
|
$
|
173,330
|
|
|
|
|
|
|
|
|
|
|
Convertible note:
|
|
Commitment Date
|
|
|
September 30, 2021
|
|
||
Expected dividends
|
|
|
0
|
|
|
|
0
|
|
Expected volatility
|
|
|
307.10
|
%
|
|
|
211.7
|
%
|
Expected term
|
|
|
1 years
|
|
|
|
0.71 years
|
|
Risk free interest rate
|
|
|
0.18
|
%
|
|
|
0.23
|
%
|
|
|
|
|
|
|
|
|
|
Warrants;
|
|
Commitment Date
|
|
|
September 30, 2021
|
|
||
Expected dividends
|
|
|
0
|
|
|
|
0
|
|
Expected volatility
|
|
|
201.70
|
%
|
|
|
200.60
|
%
|
Expected term
|
|
|
5 years
|
|
|
|
4.71 years
|
|
Risk free interest rate
|
|
|
0.65
|
%
|
|
|
0.67
|
%
|
-
|
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.
|
|
||||||||||||||||
|
Three Months ended
|
Nine Months ended
|
||||||||||||||
|
September 30,
|
September 30,
|
||||||||||||||
|
2021
|
2020
|
2021
|
2020
|
||||||||||||
Research and development expenses
|
$
|
-
|
$
|
19,840
|
$
|
6,200
|
$
|
117,111
|
|
|
|
|
|
|
|
Measurement date
|
|
|
Dividend yield
|
|
|
0%
|
|
Expected volatility
|
|
|
114.69 ~ 186.80%
|
|
Risk-free interest rate
|
|
|
0.39% ~ 2.68%
|
|
Expected life (years)
|
|
|
3 ~ 5
|
|
Stock Price
|
|
|
$0.38 ~ 2.80
|
|
Exercise Price
|
|
|
$0.40 ~ 2.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
September 30, 2021
|
|
|
December 31, 2020
|
|
||||||||||||||||||
|
|
|
|
|
Weighted Average
Exercise |
|
|
Weighted Average Remaining Contractual Life
|
|
|
|
|
|
Weighted Average
Exercise |
|
|
Weighted Average Remaining Contractual Life
|
|
||||||
|
|
Shares
|
|
|
Price
|
|
|
(in years)
|
|
|
Shares
|
|
|
Price
|
|
|
(in years)
|
|
||||||
Outstanding, beginning of period
|
|
|
3,276,666
|
|
|
$
|
2
|
|
|
|
3.28
|
|
|
|
2,515,000
|
|
|
$
|
1.98
|
|
|
|
3.78
|
|
Granted
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
800,000
|
|
|
$
|
2
|
|
|
|
-
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
Canceled/forfeited
|
|
|
(91,666
|
)
|
|
$
|
2
|
|
|
|
-
|
|
|
|
(38,334
|
)
|
|
$
|
2
|
|
|
|
-
|
|
Outstanding, end of period
|
|
|
3,185,000
|
|
|
$
|
2
|
|
|
|
3.08
|
|
|
|
3,276,666
|
|
|
$
|
2
|
|
|
|
3.28
|
|
Options exercisable, end of period
|
|
|
3,185,000
|
|
|
$
|
2
|
|
|
|
2.59
|
|
|
|
3,243,333
|
|
|
$
|
2
|
|
|
|
3.28
|
|
Options expected to vest, end of period
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
|
33,333
|
|
|
$
|
2
|
|
|
|
2
|
|
Weighted average fair value of options granted
|
|
|
|
|
|
$
|
1.98
|
|
|
|
|
|
|
|
|
|
|
$
|
1.98
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
Warrants
|
|
|
Weighted Average
Exercise Price |
|
||
Outstanding – December 31, 2019
|
|
|
70,000
|
(1)
|
|
$
|
1.00
|
|
Granted
|
|
|
110,000
|
(2)(3)
|
|
|
1.00
|
|
Canceled/forfeited
|
|
|
-
|
|
|
|
-
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
Outstanding – December 31, 2020
|
|
|
180,000
|
|
|
|
1.00
|
|
Outstanding – December 31, 2020
|
|
|
180,000
|
|
|
|
1.00
|
|
Granted
|
|
|
115,000
|
(4)
|
|
$
|
1.00
|
|
Canceled/forfeited
|
|
|
-
|
|
|
|
-
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
Outstanding –September 30, 2021
|
|
|
295,000
|
|
|
$
|
1.00
|
|
|
|
|
|
|
|
|
Measurement date
|
|
|
Dividend yield
|
|
|
0%
|
|
Expected volatility
|
|
97.90~20.70%
|
|
|
Risk-free interest rate
|
|
0.16 ~ 1.72%
|
|
|
Expected life (years)
|
|
2.71 ~ 5.00
|
|
|
Stock Price
|
|
|
$0.25 ~ $0.99
|
|
Exercise Price
|
|
|
$0.40 ~ $1.00
|
|
|
•
|
our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 31, 2021;
|
|
•
|
our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on May 13, 2021, our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with
the SEC on August 16, 2021, our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the SEC on November 15, 2021; and
|
|
•
|
our Current Report on Form 8-K filed with the SEC on June 21, 2021.
|
|
Amount to be
|
|||
Item
|
paid
|
|||
SEC registration fee
|
$
|
439.09
|
||
Legal fees and expenses
|
10,000.00 | |||
Accounting fees and expenses
|
1,000.00 | |||
Total
|
$ | 11,439.09 |
Exhibit Number
|
Exhibit
|
|
|
5.1* |
Opinion of Brenner & Associates, PLLC |
10.29 |
Note Purchase Agreement, dated June 15, 2021, between the Company and Quick Capital, LLC (19) |
10.30 | Convertible Promissory Note, dated June 15, 2021, issued to Quick Capital, LLC (19) |
10.32* | Fourth Amendment to $15,000 8% Convertible Debenture, dated October 7, 2021 |
23.2*
|
Consent of Brenner & Associates, PLLC (included in Exhibit 5.1)
|
|
(1)
|
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
|
|
(i)
|
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
|
|
|
|
|
(ii)
|
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.
|
|
|
|
|
(iii)
|
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
|
|
(2)
|
That, for the purpose of determining any liability under the Securities Act of 1933, each such post- effective amendment shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
|
(3)
|
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
|
|
(4)
|
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other
than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness;
provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or
prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part
of the registration statement or made in any such document immediately prior to such date of first use.
|
|
(5)
|
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: the undersigned registrant undertakes that in a primary offering
of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any
of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) any preliminary prospectus or prospectus of the undersigned
registrant relating to the offering required to be filed pursuant to Rule 424; (ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned
registrant; (iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and (iv)
any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
|
(6)
|
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance
upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared
effective.
(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fi de offering thereof.
The undersigned registrant undertakes that in a primary offering of securities of the
undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of
the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the
undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering
containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.
|
|
QRONS INC.
|
|
|
|
|
|
|
Date: December 1, 2021
|
By:
|
/s/ Jonah Meer
|
|
|
|
Jonah Meer
|
|
|
|
Chief Executive Officer, Chief Financial Officer and Secretary
|
|
|
|
|
|
Signature
|
|
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Jonah Meer
|
|
|
|
Chief Executive Officer, Chief Financial Officer, Secretary and a Director (Principal Executive Officer and Principal Financial and Accounting Officer)
|
|
December 1, 2021
|
Jonah Meer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Ido Merfeld
|
|
|
|
President and a Director
|
|
December 1, 2021
|
Ido Merfeld
|
|
|
|
|
|
|
|
|
|
|
|
|
|