Qrons Inc. - Quarter Report: 2023 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

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

For the quarterly period ended: September 30, 2023

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

For the transition period from __________ to __________

000-55800

(Commission File Number)

QRONS INC.

(Exact name of registrant as specified in its charter)

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

28-10 Jackson Avenue #26N Long Island City, New York		11101
(Address of principal executive offices)		(Zip Code)

(212)-945-2080

(Registrant’s telephone number, including area code)

___________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class

Trading Symbol(s)

Name of each exchange

on which registered

None

N/A

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, 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 7(a)(2)(B) of the Securities Act. ☐

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

As of November 10, 2023 there were 13,589,789 shares of the registrant’s common stock outstanding.

QRONS INC.

TABLE OF CONTENTS

		Page
	PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)		3

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		25

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		31

Item 4.	Controls and Procedures		31

	PART II – OTHER INFORMATION

Item 1.	Legal Proceedings		32

Item 1A.	Risk Factors		32

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		32

Item 3.	Defaults Upon Senior Securities		32

Item 4.	Mine Safety Disclosures		32

Item 5.	Other Information		32

Item 6.	Exhibits		33

	SIGNATURES		34

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

QRONS INC.

CONDENSED BALANCE SHEETS

(Unaudited)

	September 30, 2023			December 31, 2022

ASSETS
Current assets
Cash and cash equivalents	$	7,146		$	3,069
Total current assets		7,146			3,069

TOTAL ASSETS	$	7,146		$	3,069

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities
Accounts payable and accrued liabilities	$	134,814		$	128,285
Accounts payable and accrued liabilities – related party		81,133			42,671
Demand loans, related party		85,873			85,873
Advances from related party		411,000			358,500
Unsecured short-term advances		100,000			100,000
Convertible notes, net of debt discount		258,674			208,247
Derivative liabilities		353,514			358,775
Total current liabilities		1,425,008			1,282,351

Total liabilities		1,425,008			1,282,351

Stockholders’ deficit
Series A Preferred stock: $0.001 par value; 10,000 shares authorized; 2,000 shares issued and outstanding		2			2
Common stock, $0.0001 par value: 100,000,000 shares authorized; 13,589,789 and 13,439,789 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively		1,359			1,344
Additional paid-in capital		8,726,592			8,254,316
Accumulated deficit		(10,145,815	)		(9,534,944	)
Total stockholders’ deficit		(1,417,862	)		(1,279,282	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	7,146		$	3,069

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

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QRONS INC.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months ended						Nine Months ended
	September 30,						September 30,
	2023			2022			2023			2022

Net sales	$	-		$	-		$	-		$	-

Operating expenses:
Research and development expenses		378,678			6,250			375,792			23,596
Professional fees		9,647			8,999			50,867			62,904
General and administrative expenses		51,230			7,202			73,256			30,571
Total operating expenses		439,555			22,451			499,915			117,071

Loss from operations		(439,555	)		(22,451	)		(499,915	)		(117,071	)

Other income (expense)
Loss on extinguish debt		-			-			(33,932	)		-
Interest expense		(14,201	)		(6,875	)		(91,079	)		(69,406	)
Change in fair market value of derivative liabilities		(75,911	)		105,090			14,055			69,785
Total other income (expense)		(90,112	)		98,215			(110,956	)		379

Net income (loss)	$	(529,667	)	$	75,764		$	(610,871	)	$	(116,692	)

Net income (loss) per common share - basic	$	(0.04	)	$	0.01		$	(0.05	)	$	(0.01	)
Net income (loss) per common share - diluted	$	(0.00	)	$	0.00		$	(0.03	)	$	(0.01	)

Weighted average shares outstanding
Basic		13,589,789			13,289,789			13,498,581			13,289,789
Diluted		20,508,925			18,761,704			20,417,717			18,761,704

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

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QRONS INC.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

For the Nine Months Ended September 30, 2023 and 2022

(Unaudited)

									Additional					Total
	Series A Preferred				Common Stock				Paid-in		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance, December 31, 2022		2,000	$	2		13,439,789	$	1,344	$	8,254,316	$	(9,534,944	)	$	(1,279,282	)

Net loss for the period		-		-		-		-		-		(68,458	)		(68,458	)
Balance, March 31, 2023		2,000		2		13,439,789		1,344		8,254,316		(9,603,402	)		(1,347,740	)

Issuance of common stock for note amendment		-		-		150,000		15		52,485		-			52,500
Net loss for the period		-		-		-		-		-		(12,746	)		(12,746	)
Balance, June 30, 2023		2,000	$	2		13,589,789	$	1,359	$	8,306,801	$	(9,616,148	)	$	(1,307,986	)

Stock based compensation		-		-		-		-		419,791		-			419,791
Net loss for the period		-		-		-		-		-		(529,667	)		(529,667	)
Balance, September 30, 2023		2,000	$	2		13,589,789	$	1,359	$	8,726,592	$	(10,145,815	)	$	(1,417,862	)

	Series A Preferred				Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance, December 31, 2021		2,000	$	2		13,289,789	$	1,329	$	7,697,351	$	(8,801,427	)	$	(1,102,745	)

Net loss for the period		-		-		-		-		-		(264,128	)		(264,128	)
Balance, March 31, 2022		2,000		2		13,289,789		1,329		7,697,351		(9,065,555	)		(1,366,873	)

Net income for the period		-		-		-		-		-		71,672			71,672
Balance, June 30, 2022		2,000		2		13,289,789		1,329		7,697,351		(8,993,883	)		(1,295,201	)

Net income for the period		-		-		-		-		-		75,764			75,764
Balance, September 30, 2022		2,000	$	2		13,289,789	$	1,329	$	7,697,351	$	(8,918,119	)	$	(1,219,437	)

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

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QRONS INC.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Nine Months ended September 30,
	2023			2022
Cash Flows From Operating Activities
Net loss	$	(610,871	)	$	(116,692	)
Adjustments to reconcile net loss to net cash used by operating activities:
Stock based compensation		419,791			-
Noncash interest		38,000			-
Accretion of debt discount		27,789			53,315
Loss on debt extinguishment		33,932
Change in fair market value of derivative liabilities		(14,055	)		(69,785	)
Changes in operating assets and liabilities:
Increase in accounts payable and accrued liabilities		18,529			40,541
Increase in accounts payable and accrued liabilities, related party		38,462			3,523
Net cash used by operating activities		(48,423	)		(89,098	)

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

Cash Flows From Financing Activities
Advances from related party		52,500			62,500
Net cash provided from financing activities		52,500			62,500

Increase (decrease) in cash and cash equivalents		4,077			(26,598	)

Cash at beginning of year		3,069			35,065
Cash at end of period	$	7,146		$	8,467

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

SUPPLEMENTAL NON-CASH FINANCING ACTIVITIES
Common stock issued under Note amendment	$	52,500		$	-
Accrued interest payable modified upon Note amendment	$	12,000		$	-
Derivative liability associated with debt discount under Note amendment	$	29,461		$	-
Derivative liability associated with warrants under Note amendment	$	2,012		$	-
Convertible notes – related party modified to 6% promissory note	$	-		$	25,000
Convertible notes – related party modified to 6% promissory note	$	-		$	10,873

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

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QRONS INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS PERIOD ENDED SEPTEMBER 30, 2023 AND 2022

Note 1 – Description of Business and Basis of Presentation

Organization and Nature of Business:

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

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

The Company is an innovative biotechnology company dedicated to developing products, treatments and technologies to combat neuronal and infectious diseases, which are an enormous social and economic burden on society. The Company seeks to engage in strategic arrangements with companies and institutions that are developing unique know how and intellectual properties in the fields of molecular biology, stem cells, drug development and tissue engineering, for deployment in the fight against neuronal and infectious diseases and other related indications. The Company’s search is focused on researchers based in Israel, a country which is world-renowned for biotech innovations and where its President is located and where its research to date has been conducted.

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

Note 2 – Summary of Significant Accounting Policies

Financial Statements: The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”), including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022.

In the opinion of the management of the Company, all adjustments, which are of a normal recurring nature, necessary for a fair statement of the results for the three and nine-month periods have been made. Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year.

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

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

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

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 $375,792 and $23,596 for the nine months ended September 30, 2023 and 2022, respectively.

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QRONS INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS PERIOD ENDED SEPTEMBER 30, 2023 AND 2022

Note 2 – Summary of Significant Accounting Policies (Continued)

Advertising and Marketing Costs: Advertising and marketing costs are expensed as incurred. The Company incurred no advertising and marketing costs during the nine months ended September 30, 2023 and 2022.

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 Company records stock-based compensation in accordance with ASC 718, Compensation - Stock Compensation, using the fair value method of the award on grant date. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the equity instruments issued. The expense attributable to the Company’s directors is recognized over the period the amounts are earned and vested, and the expense attributable to the Company’s non-employees is recognized when vested, as described in Note 10, Stock Plan.

Fair Value of Financial Instruments

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

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

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

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

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

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

	Fair value measurements on a recurring basis
	Level 1		Level 2		Level 3
As of September 30, 2023:
Liabilities
Derivative liabilities	$	-	$	-	$	353,514

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

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QRONS INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS PERIOD ENDED SEPTEMBER 30, 2023 AND 2022

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 815 Derivatives and Hedging, as either derivative liabilities or as equity instruments depending on the specific terms of the warrant agreement. For warrants classified as equity instruments the Company applies the Black Scholes model and expenses the fair value as financing costs. For warrants classified as derivative financial instruments the Company applies the Monte Carlo model to value the warrants.

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

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

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

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

	September 30, 2023		September 30, 2022
Research warrants at 3% of issued and outstanding shares		407,694		398,694
Convertible notes		737,410		593,637
Series A preferred shares		700		700
Stock options, vested		4,678,334		4,048,332
Stock options, unvested		799,998		-
Stock purchase warrants		295,000		295,000
Total		6,919,136		5,336,363

Recently Issued Accounting Pronouncements

Adopted

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

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

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QRONS INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS PERIOD ENDED SEPTEMBER 30, 2023 AND 2022

Note 3 – Going Concern

The Company has experienced net losses to date and has not generated revenues from operations. While the Company raised proceeds totaling $72,500 in unsecured advances from related parties in the year ended December 31, 2022 and a further $52,500 in unsecured advances from related parties during the current nine months ended September 30, 2023, it does not believe its resources will be sufficient to meet its operating and capital needs beyond the third quarter of 2023. 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, and continued support from its officers and directors. There can be no assurance that financing, whether debt or equity, will be available to the Company in the amount required at any particular time or for any particular period or, if available, that it can be obtained on favorable terms. In addition, if the Company is unable to obtain adequate financing from the capital markets, the Company may be required to reduce the scope, delay, or eliminate some or all of its planned operations.

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

Note 4 – Convertible Note – Related Party and Derivative Liabilities

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

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

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QRONS INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS PERIOD ENDED SEPTEMBER 30, 2023 AND 2022

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

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

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

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

The carrying value of these convertible notes is as follows:

	September 30, 2023		December 31, 2022
Face value of certain convertible notes	$	-	$	25,000
Convertible notes extinguished		-		(25,000	)
Carrying value	$	-	$	-

Interest expenses associated with the convertible notes are as follows:

For Three Months Ended

September 30,

For Nine Months Ended

September 30,

2023

2022

2023

2022

Interest on the convertible notes

432

1,424

As of September 30, 2023 and December 31, 2022, the unpaid interest balance under accounts payable and accrued liabilities – related party was $0.

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

Balance at December 31, 2021	$	73,099
Change in fair value for the nine-month period		(73,099	)
Balance at September 30, 2022	$	-

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QRONS INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS PERIOD ENDED SEPTEMBER 30, 2023 AND 2022

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

The fair value at the commitment and re-measurement dates for the Company’s derivative liabilities were based upon the following management assumptions as of September 30, 2022 and December 31, 2021 and the commitment date:

	Commitment Date			December 31, 2021			September 30, 2022
Expected dividends		0			0			0
Expected volatility		101%-103	%		181%-182	%		101%~56	%
Expected term		0.92 - 1 year			0.67 - 0.74 year			0 year
Risk free interest rate		1.33	%		1.06	%		2.22	%

Note 5 – Convertible Note and Derivative Liabilities

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

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

On February 19, 2020 we issued and sold in a private offering an 8% convertible note in the principal amount of $10,000. The note is due on February 19, 2022 and is convertible into shares of common stock at a conversion price per share equal to the lesser of: (a) $0.50; (b) the lowest price at which the Company has converted any convertible security of the Company within 30 trading days prior to the date of delivery of the applicable notice of conversion; or (c) such other price as the Company and the holder may agree. In connection with the 8% convertible note issuance, we issued warrants to purchase an aggregate of 10,000 shares of common stock at an exercise price of $1.00. The Company extended the maturity date to February 2023 upon initial maturity, and further extended the maturity date to February 2024 under the same terms and conditions during the year ended December 31, 2022.

The carrying value of these convertible notes is as follows:

September 30,

2023

December 31,

2022

Face value of certain convertible notes

80,000

Carrying value

80,000

Interest expenses associated with the convertible notes are as follows:

	For Three Months Ended September 30,				For Nine Months Ended September 30,
	2023		2022		2023		2022
Interest on the convertible notes	$	1,613	$	1,613	$	4,787	$	4,787
Amortization of debt discount		-		-		-		541
Total	$	1,613	$	1,613	$	4,787	$	5,328

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QRONS INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS PERIOD ENDED SEPTEMBER 30, 2023 AND 2022

Note 5 – Convertible Note and Derivative Liabilities (Continued)

As of September 30, 2023 and December 31, 2022, the unpaid interest balance under accounts payable and accrued liabilities was $24,056 and $19,269, respectively.

The convertible notes qualify for derivative accounting and bifurcation under ASC 815. As of September 30, 2023 and December 31, 2022, the fair value of the derivative liability associated with the conversion feature is summarized as follows:

Balance at December 31, 2022	$	57,033
Change in fair value		3,401
Balance at September 30, 2023		60,434

The convertible notes qualify for derivative accounting and bifurcation under ASC 815. As of September 30, 2022 and December 31, 2021, the fair value of the derivative liability associated with the conversion feature is summarized as follows:

Balance at December 31, 2021	$	157,490
Change in fair value		(131,036	)
Balance at September 30, 2022	$	26,454

	Commitment Date			December 31, 2022			September 30, 2023
Expected dividends		0			0			0
Expected volatility		154%-173	%		194.20%-201.98	%		190%-228	%
Expected term		2.10 years			1.08 - 1.22 years			0.33~ 0.47 years
Risk free interest rate		1.42-1.65	%		4.41	%		5.55	%

	Commitment Date			December 31, 2021			September 30, 2022
Expected dividends		0			0			0
Expected volatility		154% ~173	%		203%~301	%		95%~101	%
Expected term		2.10 years			1.08 ~ 1.22 years			0.25 ~ 0.39 years
Risk free interest rate		1.42 ~ 1.65	%		0.39	%		3.33	%

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

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

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QRONS INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS PERIOD ENDED SEPTEMBER 30, 2023 AND 2022

Note 5 – Convertible Note and Derivative Liabilities (Continued)

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

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

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

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

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

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

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

The fair value of the Quick Note and Quick Warrant embedded default derivatives liability has been valued as of September 30, 2023 and December 31, 2022.

The carrying value of the Quick Note is as follows:

	September 30, 2023			December 31, 2022
Face value of Quick Note	$	200,000		$	150,000
Less: unamortized discount		(21,326	)		(21,753	)
Carrying value	$	178,674		$	128,247

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QRONS INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS PERIOD ENDED SEPTEMBER 30, 2023 AND 2022

Note 5 – Convertible Note and Derivative Liabilities (Continued)

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

Interest expenses associated with the conversion feature are as follows:

	For Three Months Ended September 30,				For Nine Months Ended September 30,
	2023		2022		2023		2022
Interest on Quick Note	$	4,033	$	2,319	$	15,901	$	6,881
Default interest		-		-		38,000		-
Amortization of debt discount		7,015		-		27,789		52,774
Total	$	11,048	$	2,319	$	81,690	$	59,655

As of September 30, 2023 and December 31, 2022, the unpaid interest balance under accounts payable and accrued liabilities was $4,690 and $789, respectively.

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

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

As a result of the application of ASC 815 as of September 30, 2023 and December 31, 2022, the fair value of the derivative liability associated with the conversion feature is summarized as follows:

Balance at December 31, 2022	$	301,742
Extinguish – convertible note associated with amended		(22,679	)
Debt discount, day one, amended convertible note payable		29,461
Derivative Liability associated with warrants		2,012
Change in fair value – convertible note		5,295
Change in fair value – warrants		(22,751	)
Balance at September 30, 2023	$	293,080

Convertible note:	Commitment Date			December 31, 2022			September 30, 2023			June 15, 2023
Expected dividends		0			0			0			0
Expected volatility		307.10	%		119.70	%		144.10	%		95.60	%
Expected term	1 year			0.45 years			0.71 year			1 year
Risk free interest rate		0.18	%		4.37	%		5.22	%		4.83	%

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QRONS INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS PERIOD ENDED SEPTEMBER 30, 2023 AND 2022

Note 5 – Convertible Note and Derivative Liabilities (Continued)

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

Warrants:	Commitment Date			December 31, 2022			September 30, 2023			June 15, 2023
Expected dividends		0			0			0			0
Expected volatility		201.70	%		219.10	%		217.0	%		207.50	%
Expected term	5 years			4.45 years			4.71 years			5.00 years
Risk free interest rate		0.65	%		4.27	%		5.07	%		4.53	%

As a result of the application of ASC 815 as of September 30, 2022 and December 31, 2021, the fair value of the derivative liability associated with the conversion feature is summarized as follows:

Balance at December 31, 2021	$	175,368
Change in fair value – convertible note		52,035
Change in fair value – warrants		82,315
Balance at September 30, 2022	$	309,718

Convertible note:	Commitment Date			December 31, 2021			September 30, 2022
Expected dividends		0			0			0
Expected volatility		307.10	%		215.70	%		101.40	%
Expected term	1 years			0.45 years			0 years
Risk free interest rate		0.18	%		0.43	%		1.28	%

Warrants:	Commitment Date			December 31, 2021			September 30, 2022
Expected dividends		0			0			0
Expected volatility		201.70	%		200.90	%		208.90	%
Expected term	5 years			4.45 years			3.7 years
Risk free interest rate		0.65	%		0.82	%		3.76	%

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 September 30, 2023 and December 31, 2022.

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QRONS INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS PERIOD ENDED SEPTEMBER 30, 2023 AND 2022

Note 7 – Related Party Transactions

(1) Demand Loan from related party

On May 1, 2019, the Company issued a promissory note (the “Note”) to CubeSquare in the principal amount of $50,000. The Company’s Chief Executive Officer is the managing partner and the Company’s President is a 25% owner of CubeSquare. The Note bears interest at the rate of 8% per annum and is due and payable by the Company upon demand from CubeSquare. The Company recorded interest expenses of $997 and $2,992 for the three and nine months ended September 30, 2023. The Company recorded interest expenses of $997 and $2,981 for the three and nine months ended September 30, 2022.

On September 27, 2022 the Board and the related party noteholder agreed to cancel two convertible notes issued to Cubesquare and in full satisfaction of such outstanding debt to issue a new 6% promissory note (Ref: Note 4) in the principal amount of $35,873, representing the aggregate principal amount of $25,000 and the aggregate amount of any and all accrued interest in the amount of $10,873 as of September 27, 2022. The Company recorded interest expenses of $543 and $1,610 for the three and nine months ended September 30, 2023.

As of September 30, 2023 and December 31, 2022, the unpaid interest balance under accounts payable and accrued liabilities – related party in respect of the aforementioned notes was $19,836 and $15,234, respectively.

(2) Advances from Related Parties

During the year ended December 31, 2019, the Company received $135,000 from Jonah Meer, its Chief Executive Officer, in the form of an unsecured, demand, non-interest-bearing, short-term advance to help meet its operating needs. During the year ended December 31, 2020, the Company received an additional $70,000 from Jonah Meer. An additional $72,500 in advances was received from Mr. Meer during the year ended December 31, 2022. An additional $47,500 in advances was received from Mr. Meer during the nine months ended September 30, 2023. Mr. Meer is owed $325,000 and $277,500 in respect to these advances at September 30, 2023 and December 31, 2022, respectively.

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

During the year ended December 31, 2020, the Company received $10,000 from CubeSquare in the form of an unsecured, demand, non-interest-bearing, short-term advance to help meet its operating needs which amount is outstanding as of September 30, 2023 and December 31, 2022.

(3) Others

Jonah Meer, the Company’s Chief Executive Officer, made payments of $27,720 to various vendors during the nine months ended September 30, 2023. The balance payable to Mr. Meer of $60,128 and $26,268 is reflected in accounts payable, related party as of September 30, 2023 and December 31, 2022, respectively.

During the year ended December 31, 2019, Ido Merfeld, the Company’s President, made payments to various vendors in the aggregate amount of $1,169. The balance payable to Mr. Merfeld of $1,169 is reflected in accounts payable, related party as of September 30, 2023 and December 31, 2022.

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QRONS INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS PERIOD ENDED SEPTEMBER 30, 2023 AND 2022

Note 8 – Intellectual Property License Agreement and Sponsored Research Agreement

Dartmouth College – Intellectual Property License Agreement

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

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

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.

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.

On March 23, 2021, the United States Patent and Trademark Office issued U.S. Patent No. 10,954,315 to the Trustees of Dartmouth College, which is directed to mechanically interlocked, molecules-based materials for 3-D printing. The patent’s inventors are Professor Chenfeng Ke, a member of the Company’s Scientific Advisory Board and Qianming Lin, Professor Ke’s assistant. The patent grant is the culmination of the Intellectual Property License Agreement between the Company and Dartmouth with respect to an exclusive world-wide license of intellectual property related to 3D printable materials in the fields of human and animal health.

On May 30, 2023, Dartmouth issued the Company a Notice of Default that the Company had materially breached its license obligations, for (i) failing to provide progress reports every six months (ii) for failing to pay Dartmouth an annual license fee of $25,000 (iii) for owing $4,877 for patent costs attributable to the Dartmouth patent (iv) for not funding no less than $1,000,000 of research towards development of licensed products in each calendar year beginning in calendar year 2019.

The notice further provided that should the Company fail to pay the invoices by June 13, 2023, and fail to provide the required reports and cure all defaults under the license within thirty days Dartmouth will provide a notice of termination.

To date Qrons has not cured the defaults, nor has Dartmouth issued a notice of termination.

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QRONS INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS PERIOD ENDED SEPTEMBER 30, 2023 AND 2022

Note 8 – Intellectual Property License Agreement and Sponsored Research Agreement (continued)

In light of the Company’s decision to advance its research with tellurium-based compounds, as more fully set forth in a License Agreement Term Sheet dated July 17, 2023, the Company and Dartmouth have had ongoing discussions as to the terms of terminating the Dartmouth license. The parties hope to terminate the license agreement on mutually agreeable terms, although there can be no such guarantee that such an agreement can be reached.

During the three- and nine-month periods ended September 30, 2023, the Company recorded a gain of $0 and $8,333, respectively in order to reverse previously accrued license fee expenses for fiscal 2023. Further, the Company expensed $0 and $4,877 during the three and nine months ended September 30, 2023 with respect to reimbursements to Dartmouth for certain patent costs. During the three and nine months ended September 30, 2022, the Company expensed $6,250 and $18,750, respectively, as license fees under the terms of the aforementioned agreement.

As of September 30, 2023, the Company owed $54,877 to Dartmouth.

Note 9 –License Agreement Term Sheet

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

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

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

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

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

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

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

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

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QRONS INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS PERIOD ENDED SEPTEMBER 30, 2023 AND 2022

Note 9 – License Agreement Term Sheet (continued)

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

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

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

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

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

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

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

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

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

Note 10 – Stock Plan

2016 Stock Option and Stock Award

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

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QRONS INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS PERIOD ENDED SEPTEMBER 30, 2023 AND 2022

Note 10 – Stock Plan (continued)

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

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

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

During the nine months ended September 30, 2023, 50,000 fully vested three-year stock options to purchase 50,000 shares of common stock of the Company previously granted to an employee expired unexercised.

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

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

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

The fair value of new option award during the nine-months ended September 30, 2023 above is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions at the measurement date(s):

	Measurement date
Dividend yield		0	%
Expected volatility		229.85	%
Risk-free interest rate		4.34	%
Expected life (years)		3
Stock Price	$	0.40
Exercise Price	$	0.50 ~ 1.00

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QRONS INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS PERIOD ENDED SEPTEMBER 30, 2023 AND 2022

Note 10 – Stock Plan (continued)

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

	Three Months Ended September 30, 2023		Nine Months Ended September 30, 2023

Research and development expenses	$	378,678	$	378,678
General and administrative expenses		41,113		41,113
Total	$	419,791	$	419,791

As of September 30, 2023 and December 31, 2022, total unrecognized compensation remaining to be recognized in future periods totaled $253,392 and $0, respectively. Details of outstanding options for employees, professors, scientific advisors and business advisors at September 30, 2023 are below:

	Grant date	Vested		Unvested		Exercise price		Expiry
Scientific Advisors	12/10/18		145,000		-	$	2.00	12/10/23
	12/17/19		33,333		-	$	2.00	12/17/23
	12/17/19		33,333		-	$	2.00	12/17/24
	12/10/20		100,000		-	$	2.00	12/10/25
	12//22/21		325,000		-	$	2.00	12/22/26
	12/22/22		325,000		-	$	2.00	12/22/27
	07/17/23		50,000		-	$	0.50	07/17/26
	07/17/23		50,000		50,000	$	0.50	07/17/27
	07/17/23		50,000		50,000	$	0.50	07/17/28
	07/17/23		50,000		-	$	0.50	07/17/26
	07/17/23		50,000		50,000	$	0.50	07/17/27
	07/17/23		50,000		50,000	$	0.50	07/17/28

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

Employees	12/10/18		33,333		-	$	2.00	12/10/23
	07/01/19		33,333		-	$	2.00	07/01/24

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

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QRONS INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS PERIOD ENDED SEPTEMBER 30, 2023 AND 2022

Note 10 – Stock Plan (continued)

(b) Stock Options granted to Officers:

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

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

Following are the details of stock options granted to our officers at September 30, 2023:

Name	Grant date	Exercisable		Exercise price		Expiry
Jonah Meer	12/10/18		325,000	$	2.00	12/10/23
	12/17/19		325,000	$	2.00	12/17/24
	12/10/20		325,000	$	2.00	12/10/25
	12/22/21		325,000	$	2.00	12/22/26
	12/22/22		325,000	$	2.00	12/22/27

Ido Merfeld	12/10/18		325,000	$	2.00	12/10/23
	12/17/19		325,000	$	2.00	12/17/24
	12/10/20		325,000	$	2.00	12/10/25
	12/22/21		325,000	$	2.00	12/22/26
	12/22/22		325,000	$	2.00	12/22/27

As of September 30, 2023 and 2022 there was no unrecognized compensation with respect to the aforementioned stock options remaining to be recognized in future periods.

A summary of the activity for the Company’s stock options at September 30, 2023 and December 31, 2022, is as follows:

	September 30, 2023							December 31, 2022
				Weighted Average Exercise		Weighted Average Remaining Contractual Life					Weighted Average Exercise		Weighted Average Remaining Contractual Life
	Shares			Price		(in years)		Shares			Price		(in years)
Outstanding, beginning of period		4,328,332		$	2		3.03		4,098,332		$	2		3.08
Granted		1,200,000		$	0.88		-		975,000		$	2		-
Exercised		-		$	-		-		-		$	-		-
Canceled/forfeited		(50,000	)	$	2		-		(745,000	)	$	2		-
Outstanding, end of period		5,478,332		$	1.75		2.64		4,328,332		$	2		3.03
Options exercisable, end of period		4,678,334		$	1.90		2.35		4,328,332		$	2		3.03
Weighted average fair value of options granted				$	1.75						$	2

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QRONS INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS PERIOD ENDED SEPTEMBER 30, 2023 AND 2022

Note 11 – Capital Stock

Authorized:

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

Series A Preferred Stock:

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

There were 2,000 shares of Series A Preferred Stock issued and outstanding as of September 30, 2023 and December 31, 2022.

Common Stock

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

There were 13,589,789 and 13,439,789 shares of common stock issued and outstanding as of September 30, 2023 and December 31, 2022, respectively.

Common Stock Purchase Warrants

As of September 30, 2023 and December 31, 2022, the following common stock purchase warrants were outstanding:

	Warrants		Weighted Average Exercise Price
Outstanding – December 31, 2021		295,000	$	1.00
Granted		-		-
Canceled/forfeited		-		-
Exercised		-		-
Outstanding – December 31, 2022		295,000		1.00
Granted		-		-
Canceled/forfeited		-		-
Exercised		-		-
Outstanding – September 30, 2023		295,000	$	1.00

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

Note 12 – Subsequent Events

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

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

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

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

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Quarterly Report on Form 10-Q contains predictions, estimates and other 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. Forward-looking statements involve known and unknown risks, uncertainties and other factors including the risks set forth in the section entitled “Risk Factors” in our prospectus, as filed with the Securities and Exchange Commission (the “SEC”) on March 28, 2022, 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 Report. You should read this Report 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.

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

The following discussion of our financial condition and results of operations should be read in conjunction with the notes to the unaudited financial statements appearing elsewhere in this Report and the Company’s audited financial statements for the fiscal year ended December 31, 2022, as filed with the SEC in its Annual Report on Form 10-K on March 31, 2023, along with the accompanying notes. As used in this Quarterly Report, the terms “we,” “us,” “our” and the “Company” means Qrons Inc.

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 and has outsourced 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.

Plan of Operations

We are an innovative biotechnology company dedicated to developing products, treatments and technologies that create a platform to combat neuronal and infectious diseases. The Company’s approach is to marshal and leverage its proprietary research with developing unique know how and intellectual properties by seeking to engage in strategic arrangements with companies and institutions that are developing technologies in the fields of, molecular biology, stem cells, drug development and tissue engineering, for deployment in the fight against neuronal and infectious diseases, and such other indications that may make use of our technology. The Company’s search is focused on researchers based in Israel, a country which is world-renowned for biotech innovations and where our researchers are based.

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To date, the Company has collaborated with universities and scientists in the fields of regenerative medicine, tissue engineering and 3D printable hydrogels to develop a treatment that integrates proprietary, engineer mesenchymal stem cells (“MSCs”), 3D printable implant, smart materials and a novel delivery system and has two product candidates for treating penetrating and non-penetrating (concussion-like) traumatic brain injuries, both integrating proprietary, anti-brain inflammation synthetic hydrogel and modified MSCs.

In early 2022, the Company began collaborating with scientists at a leading University in Israel to conduct preliminary experiments to confirm that a combination of certain molecule compounds that they invented which contain immunomodulating properties when integrated with ingredients in our QS200™ product candidate may substantially improve its solubility and allow very high dosage treatments which we believe offers treatment options to diffused axonal injuries. These molecules are being tested for certain indication in various Phase II trials conducted by others. We also believe that the improved dosage delivery may present a unique treatment option to patients who suffer from antibiotic resistant bacteria infection and Sepsis. We are looking to conduct such in vitro tests, which if successful we believe may provide an expedited pathway to human trials.

On July 17,2023 the Company entered into a License Agreement Term sheet with Professors Benjamin Sredni and Michael Albeck (the “Professors”), to which Dr. Ido Merfeld, the Company’s President, was also a party.

Under the Agreement the Professors, inventors of certain patents, applications, processes and who possess certain related know-how particularly as to AS101 Tellurium based compounds (the “Background IP”), agreed to license the Background IP to the Company. Dr. Merfeld is the inventor of certain patents and possesses certain related know-how particularly as to Pseudopolyrotaxanes and Cyclodextrins, all owned by the Company (“Qrons IP”).

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

Results of Operations

Three Months Ended September 30, 2023 and September 30, 2022

Revenue

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

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Net Loss

We reported a net loss of $529,667 in the three months ended September 30, 2023 as compared to net income of $75,764 in the three months ended September 30, 2022 as follows:

	Three Months ended
	September 30,
	2023			2022

Net sales	$	-		$	-

Operating expenses:
Research and development expenses		378,678			6,250
Professional fees		9,647			8,999
General and administrative expenses		51,230			7,202
Total operating expenses		439,555			22,451

Income (loss) from operations		(439,555	)		(22,451	)

Other income (expense)
Loss on extinguishment of debt		-			-
Interest expense		(14,201	)		(6,875	)
Change in fair market value of derivative liabilities		(75,911	)		105,090
Total other income (expense)		(90,112	)		98,215

Net income (loss)	$	(529,667	)	$	75,764

Operating Expenses

Total operating expenses for the three months ended September 30, 2023 were $439,555 compared to total operating expenses of $22,451 for the three months ended September 30, 2022. The increase in operating expenses during the three months ended September 30, 2023 is due to a substantial increase in research and development expenses from $6,250 for the three months ended September 30, 2022 to of $378,678 in the current three months ended September 30, 2023, predominantly related to stock based compensation to certain consultants in the form of stock options valued at $378,678. The Company also recorded an increase to general and administrative expenses in the comparative three-month periods from $7,202 in the three months ended September 30, 2022 to $51,230 in the three months ended September 30, 2023. Included in general and administrative expenses for the three months ended September 30, 2023 is $41,113 related to recognized compensation for Stock Options granted to certain business consultants in the period with no similar expense in the prior three months ended September 30, 2023. During the three months ended September 30, 2023 professional fees remained relatively constant with fees totaling $8,999 in the three months ended September 30, 2022 as compared to $9,647 in the three months ended September 30, 2023.

Other Income (Expense)

Other expense in the three months ended September 30, 2023 was $90,112 as compared to other income of $98,215 for the three months ended September 30, 2022. The expense included a loss of $75,911 as a result of the change in fair market value of derivative liabilities, plus interest expense of $14,201 which is comprised of accretion of convertible notes of $7,015, and accrued interest on convertible notes payable of $7,186. Other income in the three months ended September 30, 2022, was $98,215, which included a gain of $105,090 as a result of the change in fair market value of derivative liabilities, offset by interest expense of $6,875.

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Nine Months Ended September 30, 2023 and September 30, 2022

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.

Net Loss

We had a net loss of $610,871 in the nine months ended September 30, 2023, compared to $116,692 in the nine months ended September 30, 2022, as follows:

	For the Nine Months Ended
	September 30,
	2023			2022

Net sales	$	-		$	-

Operating expenses:
Research and development expenses		375,792			23,596
Professional fees		50,867			62,904
General and administrative expenses		73,256			30,571
Total operating expenses		499,915			117,071

Income (loss) from operations		(499,915	)		(117,071	)

Other income (expense)
Loss on extinguishment of debt		(33,932	)		-
Interest expense		(91,079	)		(69,406	)
Change in fair market value of derivative liabilities		14,055			69,785
Total other expense		(110,956	)		379

Net (loss)	$	(610,871	)	$	(116,692	)

Operating Expenses

Total operating expenses for the nine months ended September 30, 2023 increased to $499,915 as compared to total operating expenses of $117,071 for the nine months ended September 30, 2022. The increase in operating expenses during the nine months ended September 30, 2023 is due to an increase in research and development expenses from $23,596 in the nine months ended September 30, 2022 to $375,792 in the nine months ended September 30, 2023, of which $378,678 relates to recognized compensation for stock options granted to Science Advisors and employees, $4,877 to patent fees, and $570 to supplies, which amounts were offset by a refund of license fees of $8,333; an increase in general and administrative expenses to $73,256 at September 30, 2023 from $30,571 at September 30, 2022, mainly due to expenses of $41,113 which relates to recognized compensation for stock options granted to certain business consultants in the period. During the nine months ended September 30, 2023 professional fees decreased to $50,867 from $62,904 for the nine months ended September 30, 2022.

Other Expense

Other expense in the nine months ended September 30, 2023 was $110,956, which included a gain of $14,055 as a result of the change in fair market value of derivative liabilities, offset by interest expense of $91,079 which is comprised of accretion of convertible notes of $27,789, interest penalties on certain convertible notes of $38,000 and accrued interest on convertible notes payable of $25,290, and a loss on extinguishment of certain debt of $33,932. Other income in the nine months ended September 30, 2022, was $379 and included a gain of $69,785 as a result of the change in value of derivative liabilities and interest expense of $69,406, which is comprised of accretion of convertible notes of $53,315 and accrued interest on convertible notes of $16,091.

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Operating Activities

Net cash used in operating activities was $48,423 for the nine months ended September 30, 2023 compared to $89,098 for the nine months ended September 30, 2022. Net cash used in operating activities for the nine months ended September 30, 2023 was primarily the result of net loss, increased by a non-cash item gain on change in fair market value of derivative liabilities of $14,055, offset by non-cash items accretion of debt discount of $27,789, noncash interest penalties of $38,000, loss on the extinguishment of debt of $33,932 and changes to operating assets and liabilities, including an increase to accounts payable of $18,530 and an increase to accounts payable-related parties of $38,462. Net cash used in operating activities for the nine months ended September 30, 2022, was primarily the result of net loss, increased by a non-cash item gain on change in fair market value of derivative liabilities of $69,785, offset by non-cash items accretion of debt discount of $53,315 and changes to operating assets and liabilities, including an increase to accounts payable of $40,541 and an increase to accounts payable-related parties of $3,523.

Investing Activities

There were no investing activities during the nine months ended September 30, 2023 and 2022.

Financing Activities

Net cash provided by financing activities was $52,500 for the nine months ended September 30, 2023 compared to $62,500 for the nine months ended September 30, 2022. During the nine months ended September 30, 2023, the Company received net proceeds of $52,500 from a related party in the form of unsecured advances. During the nine months ended September 30, 2022 the Company received $62,500 in proceeds from a related party in the form of unsecured advances.

Liquidity and Capital Resources

As of September 30, 2023, we had cash of $7,146. 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. There can be no assurance that financing, whether debt or equity, will be available to us in the amount required at any particular time or for any particular period or, if available, that it can be obtained on terms favorable to us. If additional funds are raised by the issuance of equity securities, such as through the issuance and exercise of warrants, then existing stockholders will experience dilution of their ownership interest. If additional funds are raised by the issuance of debt or other equity instruments, we may be subject to certain limitations in our operations, and issuance of such securities may have rights senior to those of the then existing stockholders. We currently have no agreements, arrangements or understandings with any person or entity to obtain funds through bank loans, lines of credit or any other sources.

We continue exploring sources of debt and equity financings as well as available grants. We are currently exploring and are in discussions for a potential strategic alliance in the biotechnology field which could advance our MSCs and neurodegenerative research. as well as treat other indications. There can be no assurance that we will reach agreement on this alliance or that the necessary financing will be available to implement the research under the alliance. In such event, we may explore other relationships with other third parties to develop or commercialize products or technologies that we have not previously sought to develop or commercialize, decide to exit our existing business, cease operations altogether or pursue an acquisition of our company. However, without additional financing, we do not believe our resources will be sufficient to meet our operating and capital needs beyond fiscal 2023.

Offering

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

Going Concern

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do 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, 2022 includes an explanatory paragraph stating the Company has recurring losses and limited operations which raise substantial doubt about its ability to continue as a going concern. If the Company is unable to obtain adequate capital, the Company may be required to reduce the scope, delay, or eliminate some or all of its planned operations. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

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Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Critical Accounting Estimates

The financial statements are prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”). The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, costs and expenses and related disclosures. We base our estimates on historical experience, as appropriate, and on various other assumptions that we believe are reasonable under the circumstances. Changes in the accounting estimates are reasonably likely to occur from period to period. Accordingly, actual results could differ significantly from the estimates made by our management. We evaluate our estimates and assumptions on an ongoing basis. To the extent that there are material differences between these estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected. Our significant accounting policies are more fully discussed in Note 2 to our unaudited condensed financial statements contained herein.

Due to the COVID-19 pandemic, there has been uncertainty and disruption in the global economy and financial markets. The estimates used for, but not limited to, the fair value of financial instruments, stock-based compensation and warrants could be impacted. We have assessed the impact and are not aware of any specific events or circumstances that required an update to our estimates and assumptions or materially affected the carrying value of our assets or liabilities as of the date of issuance of this Quarterly Report on Form 10-Q. These estimates may change as new events occur and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions.

Estimates

Recent Accounting Pronouncements

Adopted

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

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company and are not required to provide this information.

ITEM 4. 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 September 30, 2023, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based on this evaluation, our principal executive officer and principal financial officer have concluded that, based on the material weaknesses discussed below, our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed by us in reports filed or submitted under the Securities Exchange Act were recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Act Commission’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.

Our internal controls and procedures 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 a formal 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.

Changes in Internal Control over Financial Reporting

During the period covered by this report, there were no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.

ITEM 1A. RISK FACTORS

The Company is a smaller reporting company and is not required to provide this information.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

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

On October 1, 2023, the Company granted Scientific Advisory Board Member Shiri Navon-Venezia (“Venezia”) 100,000 three-year stock options at an exercise price of $0.50 per share of which 33,334 stock options shall vest immediately, 33,333 stock options vest on the one-year anniversary date of the Agreement and the remaining 33,333 stock options vest on the two-year anniversary date of the Agreement, provided Venezia is still providing services to the Company.

On October 1, 2023, the Company granted Scientific Advisory Board Member Dr. Motti Ratmansky a five (5) year fully vested stock option to purchase 50,000 shares of the Company’s common stock at an exercise price of $2.00 per share.

On November 1, 2023, the Company granted Scientific Advisory Board Member Dr. Paul Kaye (“Kaye”) 50,000 three-year stock options at an exercise price of $2.00 per share of which 16,666 vest immediately, 16,667 stock options vest on the one-year anniversary date of the Agreement and the remaining 16,667 stock options vest on the two-year anniversary date of the Agreement, provided Kaye is still providing services to the Company.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable

ITEM 5. OTHER INFORMATION

On September 8, 2023, the Company was informed that Pinnacle Accountancy Group of Utah a dba of Heaton & Company, PLLC (“Pinnacle”) had sold a portion of its public company business to GreenGrowth CPAs (“GreenGrowth”).

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

The board of directors of the Company, acting as the audit committee, approved the decision to change independent accountants.

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ITEM 6. EXHIBITS

Exhibit Number		Exhibit
10.35		License Agreement Term Sheet dated July 17, 2023 ( Incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K filed with the SEC on July 24, 2023)
10.36		June 15, 2023 Letter Agreement between the Company and Quick Capital LLC (Incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 10-Q filed with the SEC on August 14, 2023).
31*		Certification of the Principal Executive Officer and Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32*		Certification of the Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer) pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)

101.INS		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

*Filed herewith

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SIGNATURES

Pursuant to the requirements 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: November 13, 2023	By:	/s/ Jonah Meer
		Jonah Meer
		Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer)