UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October ~~November 2~~16, ~~2023~~2024

QRONS INC.

(Exact name of registrant as specified in its charter)

Wyoming

000-55800

81-3623646

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

28-10 Jackson Avenue #26N

Long Island City, New York

11101

(Address of principal executive offices)

(Zip Code)

+1 212-945-2080 ~~(Registrant’s telephone number, including area code) _________________________________________________ (Former name or former address, if changed since last report)~~

(Registrant’s telephone number, including area code)

_______________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~Section ~~4.01~~1 ~~Changes~~- in Registrant’s ~~Certifying~~Business ~~Accountant.~~and Operations

OnItem ~~September 8, 2023, Qrons, Inc~~1.01.~~(the~~ ~~“Company”)~~Entry ~~was~~into ~~informed that Pinnacle Accountancy Group of Utah~~ a ~~dba~~Material ofDefinitive ~~Heaton & Company, PLLC (“Pinnacle”) had sold a portion of its public company business to GreenGrowth CPAs (“GreenGrowth”)~~Agreement.

On ~~November~~October 216, ~~2023,~~2024 Qrons Inc. (the “Company” ~~engaged~~or ~~and~~“Qrons”) ~~executed~~entered aninto ~~agreement~~a ~~with~~Term ~~GreenGrowth~~Sheet ~~CPAs~~ (the “~~GreenGrowth~~Agreement”), aswith ~~the~~First ~~Company’s~~Person ~~new~~Ltd. ~~independent~~(“FP”), ~~accountant~~a toprivately ~~replace~~held ~~Pinnacle~~Alberta, Canada corporation.

~~The~~Under ~~reports~~the ofAgreement ~~Pinnacle~~FP ~~regarding~~will ~~the~~enter ~~Company’s~~into ~~financial~~a ~~statements~~reverse ~~for~~triangular ~~the~~merger ~~fiscal~~with ~~years~~Qrons ~~ended~~and ~~December~~a ~~31,~~newly ~~2022~~formed ~~and~~wholly-owned ~~2021~~acquisition subsidiary of Qrons (the “Merger Sub”), ~~being~~which merger (the ~~two~~“Merger”) ~~most~~shall ~~recent~~qualify ~~fiscal~~as ~~years~~a ~~for~~tax-free ~~which~~reorganization under the ~~Company~~U.S. ~~has~~Internal ~~filed~~Revenue ~~audited~~Code, ~~financial~~and ~~statements~~pursuant ~~with~~to which all of the ~~Securities~~outstanding ~~and~~capital ~~Exchange~~stock ~~Commission~~of ~~(the~~FP will be exchanged for shares of Qrons common stock (“~~SEC~~Common Stock”),; ~~did~~Merger ~~not~~Sub ~~contain~~will ~~any~~merge ~~adverse~~with ~~opinion~~and orinto ~~disclaimer~~FP, ofand ~~opinion~~FP will survive the Merger and ~~were~~become ~~not~~a ~~qualified~~wholly orowned ~~modified~~subsidiary asof toQrons. The ~~uncertainty,~~definitive ~~audit~~agreement ~~scope~~(the or“Merger ~~accounting~~Agreement”) ~~principles,~~shall ~~except~~contain tocertain ~~indicate~~customary ~~that~~provisions ~~there~~including ~~was~~necessary ~~substantial~~board, ~~doubt~~shareholder ~~about~~and ~~the~~other ~~Company’s~~required ~~ability~~consents toupon ~~continue~~completion asof asatisfactory ~~going~~due ~~concern~~diligence by each of FP and Qrons.

~~The~~Immediately ~~board~~prior ofto ~~directors~~the ofMerger ~~the~~it ~~Company~~is anticipated that Qrons shall not have any liabilities, ~~acting~~contingent or otherwise, including but not limited to notes payable (other than an existing $216,000 convertible promissory note payable plus accrued interest to Quick Capital, LLC) and accounts payable, except as set forth in the ~~audit~~Merger ~~committee~~Agreement (which shall not exceed $100,000 ~~approved~~in the ~~decision~~aggregate.) toFurther ~~change~~it ~~independent~~is ~~accountants~~contemplated that after arranging for elimination of its convertible debt (excluding the aforementioned Quick Capital LLC note), conversion of debts, conversion of loans and advances into common stock, and any other share issuances pre-Merger it is estimated Qrons will have approximately 18 million shares outstanding.

~~During~~In consideration for the ~~fiscal~~Merger, ~~years~~the ~~ended~~stockholders ~~December~~(and ~~31,~~holders ~~2022~~of ~~and~~stock ~~2021,~~equivalents) ~~and~~of ~~through~~FP ~~November~~will 2receive, ~~2023,~~in ~~the~~exchange ~~Company~~for ~~had~~all noof ~~disagreements~~their ~~(as~~outstanding ~~defined~~shares inof ~~Item~~capital ~~304(~~stock of FP on a) fully diluted basis (~~1)(iv)~~including ofall ~~Regulation~~outstanding Spreferred stock and convertible notes on an as-Kconverted basis, and any outstanding warrants, an aggregate of 80.51% restricted shares of Qrons’ common Stock pro rata. The Qrons Holders immediately prior to the ~~related~~Merger ~~instructions~~after giving effect to ~~Item~~conversion, ~~304~~compromises of ~~Regulation~~debt, ~~S-K)~~warrant ~~with~~or ~~Pinnacle~~stock onoption exercises, if any, ~~matter~~or other pre-Merger issuance of ~~accounting~~shares ~~principles~~will orretain ~~practices~~in the aggregate, ~~financial~~14.5% of ~~statement~~the ~~disclosure~~outstanding orshares ~~auditing~~of ~~scope~~Qrons orcommon ~~procedures,~~stock ~~which~~with ~~disagreements~~anti-dilution protection, ifthe ~~not~~precise ~~resolved~~terms of such anti-dilution protection to ~~the~~be ~~satisfaction~~reflected ofin ~~Pinnacle~~the ~~would~~Merger ~~have~~Agreement. ~~caused~~Venture ~~Pinnacle~~Group toLLC ~~make~~shall ~~reference~~hold ~~thereto~~an inaggregate ~~connection~~of ~~with~~4.99% ~~its~~restricted ~~report~~common shares.

~~During~~Upon the ~~fiscal~~closing ~~years~~of ~~ended~~the ~~December~~Merger, 31Qrons shall have an authorized capitalization of 200,000,000 ~~2022~~shares of Common Stock and ~~2021~~10,000 ~~and~~Series ~~through~~A ~~November~~Preferred 2,stock. ~~2023~~On the Closing Date, all of the ~~Company~~current ~~did~~officers ~~not~~and ~~experience~~directors ~~any~~of ~~reportable~~Qrons ~~events~~shall ~~(as~~resign ~~defined~~and, insimultaneously ~~Item~~therewith, ~~304~~(a)~~(1)(v)~~ ofthe ~~Regulation~~new ~~S-K),~~Board ~~except~~of ~~that~~Directors ~~management~~shall ofbe ~~the~~appointed ~~Company~~as ~~discussed~~designated ~~with~~by ~~Pinnacle~~FP; ~~the~~and ~~continued~~(b) ~~existence~~such ofofficers ~~material~~shall ~~weaknesses~~be inappointed ~~the~~as ~~Company’s~~shall ~~internal~~be ~~control~~determined ~~over~~by ~~financial reporting~~FP.

The ~~Company~~anticipated ~~requested~~closing ~~Pinnacle~~date tofor ~~furnish~~the itMerger ~~with~~(the a“Closing ~~letter~~Date”) ~~addressed~~will tobe ~~the~~on ~~SEC stating whether~~ or ~~not~~before ~~Pinnacle~~December ~~agrees~~16, ~~with~~2024. ~~the~~Qrons ~~above~~and ~~statements~~FP ~~and,~~shall ifpublish ita ~~does~~press ~~not~~release ~~agree~~upon Closing, the ~~respects~~contents inof which itwill ~~does~~be ~~not~~subject ~~agree.~~to Aprior ~~copy~~approval of ~~the~~both ~~letter, dated November 3, 2023, is filed as Exhibit 16~~parties.~~1 to this current report on Form 8-K.~~

~~During~~From and after the ~~Company’s~~date ~~fiscal~~of ~~years~~the ~~ended~~execution of the Agreement (the “Execution Date”) through and including December 3116, ~~2022~~2024 (the “Exclusivity Period”), FP and ~~2021~~Qrons each hereby covenants and agrees that it will not during the Exclusivity Period enter into any public offering, financing, reverse merger or similar type of going-public transaction, divestiture, other than the Merger as set forth in the Agreement, except for (i) agreements in the ordinary course of business, and ~~through~~(ii) ~~November~~transactions 2in furtherance of the completion of this transaction. Either FP or Qrons shall have the right, ~~2023~~upon prior written notice to the other party hereto, to terminate its obligations hereunder at any time if the results of its due diligence inquiry are unsatisfactory to in their sole discretion, and in such event, neither party shall have any liability or obligation to the ~~Company~~other ~~nor~~party. ~~anyone~~The onobligations of the ~~Company’s~~parties ~~behalf~~to ~~consulted~~each ~~with~~other ~~Pinnacle~~under ~~regarding~~the ~~any~~Agreement shall terminate upon the first to occur of (i) the ~~following:~~expiration of the Exclusivity Period, (ii) by mutual agreement or (iii) the execution and delivery of a Merger Agreement among FP and Qrons and the Merger Sub.

(i)

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

(ii)

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

The foregoing description of the Agreement is qualified in its entirety by reference to the full text of such Agreement, a copy of which is attached hereto as Exhibit 10.37 and is incorporated herein in its entirety by reference.

2First Person Ltd.(“FP”) is focused on optimizing cognitive performance by pioneering the next wave of consumer products, innovating at the ingredient level, enabling seamless adoption and integration into major consumer markets. With a layered and diversified brand and product platform FP is focused on multiple protectable and scalable growth opportunities in large existing and emerging high-growth markets. FP creates, curates and innovates better ingredients that translate into disruptive consumer products. https://www.firstpersongroup.com/

~~Section 9 – Financial Statements and Exhibits~~2

~~Item~~Section ~~9.01.~~3 - ~~Financial~~Securities ~~Statements~~ and ~~Exhibits~~Trading Markets

~~(d) Exhibits~~Item 3.02. Unregistered Sales of Equity Securities.

Exhibit No		Description
16.1*		Letter from Pinnacle Accountancy Group of Utah a dba of Heaton & Company, PLLC
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

The information contained in Item 1.01 above is incorporated herein by reference in this Item 3.02.

*FiledThe ~~herewith~~shares of common stock underlying the common stock to be issued upon completion of the Merger described in Item 1.01 above shall be issued in reliance upon exemptions from registration pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended, and/or Regulation S of the Securities Act of 1933, as amended.

3Section 9 - Financial Statements and Exhibits

~~SIGNATURES~~Item 9.01. Financial Statements and Exhibits.

~~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 hereunto duly authorized~~(d) Exhibits.

	QRONS INC.
Exhibit No		Description
Date: November 3, 2023	By:	/s/Jonah Meer
10.37		Term Sheet dated October 16, 2024
	Name:	Jonah Meer
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
	Title:	Chief Executive Officer

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 hereunto duly authorized.

	QRONS INC.

Date: October 22, 2024	By:	/s/ Jonah Meer
	Name:	Jonah Meer
	Title:	Chief Executive Officer

Filing Compare · Qrons Inc.