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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, 2024

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

For the transition period from __________ to __________

Commission File Number: 000-55800

QRONS INC.

(Exact name of registrant as specified in its charter)

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

28-10 Jackson Avenue #26N Long Island City, New York		11101
(Address of principal executive 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 6, 2024, there were 14,368,283 shares of the registrant’s common stock outstanding.

QRONS INC.

TABLE OFCONTENTS

		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		26

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		34

	SIGNATURES		35

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

QRONS INC.

CONDENSED BALANCE SHEETS

	September 30, 2024			December 31, 2023
	(Unaudited)			(Audited)
ASSETS
Current assets
Cash and cash equivalents	$	2,138		$	420
Total current assets		2,138			420

TOTAL ASSETS	$	2,138		$	420

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities
Accounts payable and accrued liabilities	$	142,043		$	155,357
Accounts payable and accrued liabilities – related party		113,056			83,291
Demand loans, related party		85,873			85,873
Advances from related party		485,500			424,500
Unsecured short-term advances		100,000			100,000
Convertible notes, net of debt discount		216,000			185,974
Derivative liabilities		-			288,720
Total current liabilities		1,142,472			1,323,715

Long term liabilities
Convertible notes, net of discount		80,000			80,000
Derivative liabilities		40,328			84,998
Total long-term liabilities		120,328			164,998

Total liabilities		1,262,800			1,488,713

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; 13,949,789 and 13,649,789 shares issued and outstanding as at September 30, 2024 and December 31, 2023		1,395			1,365
Additional paid-in capital		9,277,412			8,834,631
Accumulated deficit		(10,539,471	)		(10,324,291	)
Total stockholders’ deficit		(1,260,662	)		(1,488,293	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	2,138		$	420

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,
	2024			2023			2024			2023

Net sales	$	-		$	-		$	-		$	-

Operating expenses:
Research and development expenses		24,448			378,678			138,736			375,792
Professional fees		15,397			9,647			42,078			50,867
General and administrative expenses		18,322			51,230			42,980			73,256
Total operating expenses		58,167			439,555			223,794			499,915

Income (loss) from operations		(58,167	)		(439,555	)		(223,794	)		(499,915	)

Other income (expense)
(Loss) on extinguish debt		-			-			(29,780	)		(33,932	)
Interest expense		(7,519	)		(14,201	)		(35,767	)		(91,079	)
Change in fair market value of derivative liabilities		2,388			(75,911	)		74,161			14,055
Total other income (expense)		(5,131	)		(90,112	)		8,614			(110,956	)

Net income (loss)	$	(63,298	)	$	(529,667	)	$	(215,180	)	$	(610,871	)

Net income (loss) per common share - basic	$	(0.00	)	$	(0.04	)	$	(0.02	)	$	(0.05	)

Weighted average shares outstanding
Basic and diluted		13,949,789			13,589,789			13,766,943			13,498,581

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 Three and Nine Months ended September 30, 2024 and 2023

(Unaudited)

									Additional					Total
	Series A Preferred				Common Stock				Paid-in		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance, December 31, 2023		2,000	$	2		13,649,789	$	1,365	$	8,834,631	$	(10,324,291	)	$	(1,488,293	)
Stock options granted to non-employees as consulting fees		-		-		-		-		4,647		-			4,647
Stock options granted to non-employees as research and development costs		-		-		-		-		55,134		-			55,134
Net loss for the period												(42,616	)		(42,616	)
Balance, March 31, 2024		2,000		2		13,649,789		1,365		8,894,412		(10,366,907	)		(1,471,128	)
Derivative liability associated with warrants under convertible note amended		-		-		-		-		233,365		-			233,365
Issuance of common stock for note amendment		-		-		300,000		30		55,614		-			55,644
Stock options granted to non-employees as consulting fees		-		-		-		-		4,648		-			4,648
Stock options granted to non-employees as research and development costs		-		-		-		-		58,464		-			58,464
Net loss for the period												(109,266	)		(109,266	)
Balance, June 30, 2024		2,000	$	2		13,949,789	$	1,395	$	9,246,503	$	(10,476,173	)	$	(1,228,273	)
Stock options granted to non-employees as consulting fees										2,111					2,111
Stock options granted to non-employees as research and development costs										28,798					28,798
Net loss for the period												(63,298	)		(63,298	)
Balance, September 30, 2024		2,000	$	2		13,949,789	$	1,395	$	9,277,412	$	(10,539,471	)	$	(1,260,662	)

									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 options granted to non-employees as consulting fees										41,113					41,113
Stock options granted to non-employees as research and development costs										378,678					378,678
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	)

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,
	2024			2023
Cash Flows From Operating Activities
Net loss	$	(215,180	)	$	(610,871	)
Adjustments to reconcile net loss to net cash used by operating activities:
Stock options issued for research and development expense		142,396			378,678
Stock options issued for consulting services		11,406			41,113
Non-cash interest		-			38,000
Accretion of debt discount		14,024			27,789
Change in derivative liabilities		(74,161	)		(14,055	)
Loss on debt extinguishment		29,780			33,932
Changes in operating assets and liabilities:
Increase accounts payable and accrued liabilities		2,688			18,529
Increase accounts payable and accrued liabilities - related party		29,765			38,462
Net cash used by operating activities		(59,282	)		(48,423	)

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

Cash Flows From Financing Activities
Proceeds from related party advances		61,000			52,500
Net cash provided from financing activities		61,000			52,500

Increase in cash and cash equivalents		1,718			4,077

Cash at beginning of year		420			3,069
Cash at end of period	$	2,138		$	7,146

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

SUPPLEMENTAL NON-CASH FINANCING ACTIVITIES
Accrued interest payable modified upon Note amendment	$	16,000		$	12,000
Common stock issued under Note amendment	$	55,644		$	52,500
Derivative liability associated with debt discount under Note amendment	$	-		$	29,461
Derivative liability associated with warrants under Note amendment	$	-		$	2,012
Derecognition of derivative liability	$	233,365		$	-

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 ENDED SEPTEMBER 30, 2024 AND 2023

Note 1 – Description of Business and Basis of Presentation

Organization and Nature of Business:

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

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

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

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

Note 2 – Summary of Significant Accounting Policies

Financial Statements: The 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, 2023.

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 $24,448 and $138,736 for the three and nine months ended September 30, 2024. Research and development costs were $378,678 and $375,795 for the three and nine months ended September 30, 2023.

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QRONS INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

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 three- and nine-month periods ended September 30, 2024 and 2023.

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 9, 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 30, 2024, and December 31, 2023:

	Fair value measurements on a recurring basis
	Level 1		Level 2		Level 3
As of September 30, 2024:
Liabilities
Derivative liabilities	$	-	$	-	$	40,328

As of December 31, 2023:
Liabilities
Derivative liabilities	$	-	$	-	$	373,718

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QRONS INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

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 the 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:

Three months ended:

	September 30, 2024		September 30, 2023
Research warrants at 3% of issued and outstanding shares		418,494		407,694
Convertible notes		831,266		737,410
Series A preferred shares		700		700
Stock options vested		4,250,003		4,318,332
Stock options not yet vested		499,997		799,998
Stock purchase warrants		295,000		295,000
Total		6,295,460		6,919,136

Nine months ended:

	September 30, 2024		September 30, 2023
Research warrants at 3% of issued and outstanding shares		418,494		407,694
Convertible notes		831,266		737,410
Series A preferred shares		700		700
Stock options vested		4,250,003		4,318,332
Stock options not yet vested		499,997		799,998
Stock purchase warrants		295,000		295,000
Total		6,295,460		6,919,136

Recently Issued Accounting Pronouncements

In November 2023, the FASB issued Accounting Standards Update 2023-07, Segment Reporting—Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires incremental disclosures related to a public entity’s reportable segments. Required disclosures include, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, an amount for other segment items (which is the difference between segment revenue less segment expenses and less segment profit or loss) and a description of its composition, the title and position of the CODM, and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. The standard also permits disclosure of more than one measure of segment profit. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company does not believe the adoption of ASU 2023-07 will have any impact on our financial statements.

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QRONS INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

Note 2 – Summary of Significant Accounting Policies (continued)

Recently Issued Accounting Pronouncements (cont’d)

In December 2023, the FASB issued Accounting Standards Update 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires public entities on an annual basis to (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). ASU 2023-09 is effective for fiscal years beginning after December 15, 2025. We are evaluating the impact of adopting ASU 2023-09 on our financial statements.

In March 2024, the SEC adopted the final rule under SEC Release No. 33-11275, The Enhancement and Standardization of Climate Related Disclosures for Investors, which requires registrants to disclose climate-related information in registration statements and annual reports. The new rules would be effective for annual reporting periods beginning in fiscal year 2025. However, in April 2024, the SEC exercised its discretion to stay these rules pending the completion of judicial review of certain consolidated petitions with the United States Court of Appeals for the Eighth Circuit in connection with these rules. We are evaluating the impact the adoption of this rule, if any, may have on our financial statements.

Note 3 – Going Concern

The Company has experienced net losses to date and has not generated revenues from operations. The Company raised proceeds totaling $66,000 in unsecured advances from related parties during the year ended December 31, 2023. In the most recent nine-months ended September 30, 2024 the Company has received additional related party advances totaling $61,000. Currently, the Company does not have significant cash or other material assets, nor does it have operations or a source of revenue sufficient to cover its operating costs and allow it to continue as a going concern. The Company’s officers or principal shareholders are committed to making advances or loans to pay for ongoing operational costs. The Company expects it will require additional capital to fully implement the scope of its proposed business operations, which also raises substantial doubt about its ability to continue as a going concern. The Company will have to continue to rely on equity and debt financing, and continued support from its officers and directors. There can be no assurance that financing, whether debt or equity, will be available to the Company in the amount required at any particular time or for any particular period or, if available, that it can be obtained on favorable terms. In addition, if the Company is unable to obtain adequate financing from the capital markets, the Company may be required to reduce the scope, delay, or eliminate some or all of its planned operations.

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 and Derivative Liabilities

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

In December 2019, we issued and sold in a private offering 8% convertible notes in the aggregate principal amount of $70,000. Such notes were due on December 31, 2021 and are convertible into shares of our common stock at a conversion price for each share of common stock equal to the lesser of: (a) $0.50; (b) the lowest price at which the Company has converted any convertible security of the Company (to the holder or to any third party) within 30 trading days prior to the date of delivery of the applicable notice of conversion; and (c) so long as lower than (a) or (b), such other price as the Company and the holder may agree. In connection with the 8% convertible note issuance, we issued warrants to purchase an aggregate of 70,000 shares of common stock at an exercise price of $1.00. The Company extended the maturity date of the notes to December 2022 upon initial maturity, and further extended the maturity date to December 2023 and subsequently, December 2025 under the same terms and conditions. The balance owing on the note is reflected on the Company’s balance sheets as a long-term liability as at September 30, 2024.

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QRONS INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

Note 4 – Convertible Note and Derivative Liabilities (continued)

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

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

The carrying value of these convertible notes is as follows:

September 30,

2024

December 31,

2023

Face value of certain convertible notes, long-term

80,000

Carrying value, long-term

80,000

Interest expenses associated with the convertible notes are as follows:

	For Three Months Ended September 30,				For Nine Months Ended September 30,
	2024		2023		2024		2023
Interest on the convertible notes	$	1,613	$	1,613	$	4,804	$	4,787
Total	$	1,613	$	1,613	$	4,804	$	4,787

As of September 30, 2024, and December 31, 2023, the unpaid interest balance on the convertible notes under accounts payable and accrued liabilities was $30,473 and $25,669, respectively.

The convertible notes qualify for derivative accounting and bifurcation under ASC 815. As of September 30, 2024, and December 31, 2023, the fair value of the derivative liability associated with the conversion feature is summarized as follows:

Balance at December 31, 2023	$	84,998
Change in fair value		(44,670	)
Balance at September 30, 2024	$	40,328

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

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QRONS INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

Note 4 – Convertible Note and Derivative Liabilities (continued)

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

At December 31, 2023, as a result of the extension to the maturity dates the derivative liability is reflected in long-term liabilities. The fair value at the commitment and re-measurement dates for the Company’s derivative liabilities were based upon the following management assumptions as of September 30, 2024, and December 31, 2023 and the commitment date:

	Commitment Date			September 30, 2024			December 31, 2023
Expected dividends		0			0			0
Expected volatility		154%~173	%		112.30~114.58	%		170.40~224.62	%
Expected term	2.10 years			1.33 ~ 1.47 years			2.08 ~ 2.22 years
Risk free interest rate		1.42~1.65	%		3.98	%		4.23	%

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, 2023, and December 31, 2022, and the commitment date:

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

(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.

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.

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QRONS INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

Note 4 – Convertible Note and Derivative Liabilities (continued)

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

As of June 15, 2022, the Quick Note and accrued interest totaling $124,200 was not repaid on maturity, constituting an event of default increasing the repayment value of the Quick 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 Quick 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 Quick 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 Quick 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 Quick 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 Quick 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 Quick Note and accrued interest totaling $16,000 was not repaid on maturity. On June 15, 2024, the Company and Quick Capital amended the Quick Note to extend the maturity date thereof to June 15, 2025 and amend the Warrant maturity date to June 15, 2029. Further, Quick Capital agreed to waive adjustments for dilutive issuances at lower prices until January 1, 2025. In consideration of the additional extension of the Maturity Date, the Company agreed to issue 300,000 shares of unregistered, restricted common stock valued at $55,644.

The unpaid balance of the Quick 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 June 15, 2024 (amendment date) and December 31, 2023. As of June 15, 2024, the Company ended the derivative treatment.

The carrying value of the Quick Note is as follows:

	September 30, 2024		December 31, 2023
Face value of Quick Note	$	200,000	$	200,000
Interest payable added to principal		16,000		-
Less: unamortized discount		-		(14,024	)
Carrying value	$	216,000	$	185,976

Interest expenses associated with the conversion feature are as follows:

	For Three Months Ended September 30,				For Nine Months Ended September 30,
	2024		2023		2024		2023
Interest on Quick Note	$	4,355	$	4,033	$	12,342	$	15,901
Default interest		-		-		-		38,000
Amortization of debt discount		-		7,015		14,024		27,789
Total	$	4,355	$	11,048	$	26,366	$	81,690

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QRONS INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

Note 4 – Convertible Note and Derivative Liabilities (continued)

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

As of September 30, 2024, and December 31, 2023, the unpaid interest balance of the Quick Note under accounts payable and accrued liabilities was $5,065 and $8,723, respectively.

The loss related to extinguishment on June 15, 2024 is as follows:

300,000 shares of common stock issued	$	55,644
Extinguishment of derivative liability – convertible note		(25,864	)
Gain on extinguishment of debt upon amendment to Quick Note terms	$	29,780

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

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

As a result of the application of ASC 815 as of June 15, 2024, the fair value of the derivative liability associated with the conversion feature is summarized as follows:

Balance at December 31, 2023	$	288,720
Change in fair value – convertible note		(15,935	)
Change in fair value – warrants		(13,556	)
Gain due to balance of derivative liability – convertible note		(25,864	)
Contributed to additional paid in capital – balance of derivative liability - warrants		(233,365	)
Balance at September 30, 2024	$	-

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

The fair value at the commitment and re-measurement dates for the Company’s derivative liabilities were based upon the following management assumptions as of December 31, 2023, the remeasurement date of June 15, 2024 and 2023, and the commitment date:

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QRONS INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

Note 4 – Convertible Note and Derivative Liabilities (continued)

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

Convertible note:	Commitment Date			Re-measurement Date (June 15, 2023)			December 31, 2023			Re-measurement Date (June 15, 2024)
Expected dividends		0			0			0			0
Expected volatility		307.10	%		95.60	%		176.9	%		65.10	%
Expected term	1 year			1 years			0.46 year			0.50 year
Risk free interest rate		0.18	%		4.83	%		4.78	%		4.99	%

Warrants:	Commitment Date			Re-measurement Date (June 15, 2023)			December 31, 2023			Re-measurement Date (June 15, 2024)
Expected dividends		0			0			0			0
Expected volatility		201.70	%		207.50	%		210.80	%		208.80	%
Expected term	5 years			5 years			4.46 years			4 years
Risk free interest rate		0.65	%		4.53	%		4.53	%		4.80	%

Convertible note:	Commitment Date			December 31, 2022			September 30, 2023			Re-measurement Date (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	%

Warrants:	Commitment Date			December 31, 2022			September 30, 2023			Re-measurement Date (June 15, 2023)
Expected dividends		0			0			0			0
Expected volatility		201.70	%		219.10	%		217.00	%		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	%

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QRONS INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

Note 5 – 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, 2024 and December 31, 2023.

Note 6 – 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 $1,008 and $2,981 for the three and nine months ended September 30, 2024, respectively. The Company recorded interest expenses of $997 and $2,992 for the three and nine months ended September 30, 2023, respectively.

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 $1,616 for the three and nine months ended September 30, 2024, respectively. The Company recorded interest expenses of $543 and $1,610 for the three and nine months ended September 30, 2023, respectively.

As of September 30, 2024, and December 31, 2023, the unpaid interest balance under accounts payable and accrued liabilities – related party in respect of the aforementioned notes was $25,994 and $21,397, respectively.

(2) Advances from Related Parties

A summary of the activity for the funds advanced from related parties help meet the Company’s operating needs at September 30, 2024:

	Jonah Meer		Ido Merfeld		CubeSquare
December 31, 2023	$	338,500	$	76,000	$	10,000
Additions in period		50,000		11,000		-
September 30, 2024	$	388,500	$	87,000	$	10,000

(3) Others

Jonah Meer, the Company’s Chief Executive Officer, made payments of $25,168 and $33,860 to various vendors during the nine months ended September 30, 2024 and 2023, respectively. The balance payable to Mr. Meer of $85,296 and $60,128 is reflected in accounts payable, related party as of September 30, 2024, and December 31, 2023, respectively.

Ido Merfeld, the Company’s President, made $0 payments to various vendors during the nine months ended September 30, 2024 ($596 – December 31, 2023). The balance payable to Mr. Merfeld of $1,765 is reflected in accounts payable, related party as of September 30, 2024, and December 31, 2023.

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QRONS INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

Note 7 – Intellectual Property License Agreement and Sponsored Research Agreement

Dartmouth College – Intellectual Property License Agreement

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

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

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

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

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

As of September 30, 2024, and December 31, 2023, the Company is indebted to Dartmouth for $50,000 of unpaid annual license fees and $4,877 of unpaid reimbursable patent maintenance costs.

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

Note 8 – License Agreement Term Sheet and Advisory Board Member Consulting Agreement

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

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QRONS INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

Note 8 – License Agreement Term Sheet and Advisory Board Member Consulting Agreement (continued)

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.

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.

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QRONS INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

Note 8 – License Agreement Term Sheet and Advisory Board Member Consulting Agreement (continued)

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.

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

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

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

Note 9 – Stock Plan

2016 Stock Option and Stock Award

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

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

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

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QRONS INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

Note 9 – Stock Plan (continued)

2016 Stock Option and Stock Award (cont’d)

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

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

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

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

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.

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QRONS INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

Note 9 – Stock Plan (continued)

2016 Stock Option and Stock Award (cont’d)

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

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

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

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

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				Nine Months ended
	September 30,				September 30,
	2024		2023		2024		2023

Research and development expenses	$	28,798	$	378,678	$	142,396	$	378,678
General and administrative expenses		2,111		41,113		11,406		41,113
Total	$	30,909	$	419,791	$	153,802	$	419,791

As of September 30, 2024, and December 31, 2023, total unrecognized compensation remaining to be recognized in future periods totaled $67,114 and $220,916, respectively. Details of outstanding options for employees, professors, scientific advisors and business advisors at September 30, 2024 are below:

	Grant date	Vested		Unvested		Exercise price		Expiry
Scientific Advisors	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		-	$	0.50	07/17/27
	071723				50,000	$	0.50	07/17/28
	07/17/23		50,000		-	$	0.50	07/17/26
	07/17/23		50,000		-	$	0.50	07/17/27
	07/17/23				50,000	$	0.50	07/17/28

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QRONS INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

Note 9 – Stock Plan (continued)

2016 Stock Option and Stock Award (cont’d)

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

	Grant date	Vested		Unvested		Exercise price	Expiry		Grant date
Business Advisors	07/17/23		16,667		-		$	1.00	07/17/26
	07/17/23		16,667		-		$	1.00	07/17/27
	07/17/23				16,666		$	1.00	07/17/28
	07/17/23		16,667		-		$	1.00	07/17/26
	07/17/23		16,667		-		$	1.00	07/17/27
	07/17/23				16,666		$	1.00	07/17/28

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

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

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

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

(b) Stock Options granted to Officers:

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

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

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

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QRONS INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

Note 9 – Stock Plan (continued)

2016 Stock Option and Stock Award (cont’d)

(b) Stock Options granted to Officers: (cont’d)

Following are the details of stock options granted to our officers at September 30, 2024:

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

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

As of September 30, 2024, and December 31, 2023 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, 2024 and September 30, 2023, is as follows:

	September 30, 2024							September 30, 2023
				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		4,783,333		$	1.69		2.91		4,328,332		$	2		3.03
Granted		-		$	-		-		1,200,000		$	0.88		-
Exercised		-		$	-		-		-		$	-		-
Canceled/forfeited		(33,333	)	$	2		-		(50,000	)	$	2		-
Outstanding, end of period		4,750,000		$	1.68		2.18		5,478,332		$	1.75		2.64
Options exercisable, end of period		4,250,003		$	1.78		1.91		4,678,334		$	1.90		2.35
Weighted average fair value of options granted				$	1.68						$	1.75

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QRONS INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

Note 10 – 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, 2024, and December 31, 2023.

Common Stock

There were 13,949,789 and 13,649,789 shares of common stock issued and outstanding as of September 30, 2024, and December 31, 2023.

In June 2024, the Company issued 300,000 shares of its common stock to Quick Capital LLC with a value of $55,644 related to a loan amendment (Note 5).

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).

Common Stock Purchase Warrants

As of September 30, 2024, and December 31, 2023, the following common stock purchase warrants were outstanding:

	Warrants		Weighted Average Exercise Price
Outstanding – December 31, 2022		295,000	$	1.00
Granted		-		-
Canceled/forfeited		-		-
Exercised		-		-
Outstanding – December 31, 2023		295,000		1.00
Granted		-		-
Canceled/forfeited		-		-
Exercised		-		-
Outstanding – September 30, 2024		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 4(2) above.)

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Note 11 – Subsequent Events

On October 16, 2024 the Company entered into a Term Sheet (the “Agreement”) with First Person Ltd. (“FP”), a privately held Alberta, Canada corporation.

Under the Agreement FP will enter into a reverse triangular merger with Qrons and a newly formed wholly-owned acquisition subsidiary of Qrons (the “Merger Sub”), which merger (the “Merger”) shall qualify as a tax-free reorganization under the U.S. Internal Revenue Code, and pursuant to which all of the outstanding capital stock of FP will be exchanged for shares of Qrons common stock (“Common Stock”); Merger Sub will merge with and into FP, and FP will survive the Merger and become a wholly owned subsidiary of Qrons. The definitive agreement (the “Merger Agreement”) shall contain certain customary provisions including necessary board, shareholder and other required consents upon completion of satisfactory due diligence by each of FP and Qrons.

Immediately prior to the Merger it is anticipated that Qrons shall not have any liabilities, 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 Merger Agreement (which shall not exceed $100,000 in the aggregate.) Further it is 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.

In consideration for the Merger, the stockholders (and holders of stock equivalents) of FP will receive, in exchange for all of their outstanding shares of capital stock of FP on a fully diluted basis (including all outstanding preferred stock and convertible notes on an as-converted 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 Merger after giving effect to conversion, compromises of debt, warrant or stock option exercises, if any, or other pre-Merger issuance of shares will retain in the aggregate, 14.5% of the outstanding shares of Qrons common stock with anti-dilution protection, the precise terms of such anti-dilution protection to be reflected in the Merger Agreement. Venture Group LLC shall hold an aggregate of 4.99% restricted common shares.

Upon the closing of the Merger, Qrons shall have an authorized capitalization of 200,000,000 shares of Common Stock and 10,000 Series A Preferred stock. On the Closing Date, all of the current officers and directors of Qrons shall resign and, simultaneously therewith, (a) the new Board of Directors shall be appointed as designated by FP; and (b) such officers shall be appointed as shall be determined by FP.

The anticipated closing date for the Merger (the “Closing Date”) will be on or before December 16, 2024. Qrons and FP shall publish a press release upon Closing, the contents of which will be subject to prior approval of both parties.

From and after the date of the execution of the Agreement (the “Execution Date”) through and including December 16, 2024 (the “Exclusivity Period”), FP and 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 (ii) transactions in furtherance of the completion of this transaction. Either FP or Qrons shall have the right, 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 other party. The obligations of the parties to each other under the Agreement shall terminate upon the first to occur of (i) the 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.

First 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/

On October 28, 2024, the Company issued a notice of termination under paragraph 12 of a License Agreement Term Sheet (the “Agreement”) originally entered into July 17, 2023 with Professors Benjamin Sredni and Michael Albeck (the “Professors”) and Dr. Ido Merfeld (“Merfeld), the Company’s President and co-Founder. Further the Company noticed certain advisory board members including Adv. Avichai Isachar and Adv. Hananel Levy that memberships in the Scientific Advisory and/or Business Advisory Boards were concurrently terminated.

On October 28, 2024 the Company notified Ariel Scientific Innovations Ltd. of an Exit Event as defined under a Royalty and License Fee Sharing Agreement (the “Royalty Agreement”) dated November 30, 2019, which replaced a research and funding agreement originally dated December 14, 2016, as amended by addendum #1 effective December 13, 2017. As a result of an agreement between the Company and FP discussed above, whereunder the parties agreed to enter into a merger agreement, pursuant to Paragraph 2 of the Royalty Agreement, Qrons issued to Ariel University 3% of its issued and outstanding shares as the of notice date or 418,494 shares. The issuance of the shares and the Merger terminates Qrons’ obligations under the Royalty Agreement, thus terminating the Royalty Agreement.

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, 2023, as filed with the SEC in its Annual Report on Form 10-K on April 15, 2024, 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 the 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.

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.

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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 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, 2024 and September 30, 2023

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 $63,298 in the three months ended September 30, 2024, as compared to a net loss of $529,667 in the three months ended September 30, 2023 as follows:

	Three Months ended
	September 30,
	2024			2023

Net sales	$	-		$	-

Operating expenses:
Research and development expenses		24,448			378,678
Professional fees		15,397			9,647
General and administrative expenses		18,322			51,230
Total operating expenses		58,167			439,555

Income (loss) from operations		(58,167	)		(439,555	)

Other income (expense)
Loss on extinguishment of debt		-			-
Interest expense		(7,519	)		(14,201	)
Change in fair market value of derivative liabilities		2,388			(75,911	)
Total other income (expense)		(5,131	)		(90,112	)

Net income (loss)	$	(63,298	)	$	(529,667	)

Operating Expenses

Total operating expenses for the three months ended September 30, 2024, were $58,167 compared to total operating expenses of $439,555 for the three months ended September 30, 2023. The substantial decrease in operating expenses during the three months ended September 30, 2024, is primarily due to a decrease in research and development expenses period over period mainly as a result of a reduction in the expense recorded related to amortization of stock-based compensation in the form of option grants during the three months ended September 30, 2024 of only $28,798, compared to $378,678 in the prior comparative three months ended September 30, 2023. Total research and development expenses in the three months ended September 30, 2024 were further reduced by a credit from a vendor on previously invoiced expenses of $4,350, reducing overall research and development expenses in the three months ended September 30, 2024 to $24,448. During the three months ended September 30, 2024, professional fees increased slightly to $15,397 from $9,647 in the three months ended September 30, 2023, mainly related to an increase in accounting fees to $12,345 in the three months ended September 30, 2024 from $4,450 in the three months ended September 30, 2023, offset by a slight decrease in legal fees and other professional fees during the three months ended September 30, 2024. The Company also recorded a decrease to general and administrative expenses in the comparative three-month periods from $51,230 in the three months ended September 30, 2023, to $18,322 in the three months ended September 30, 2024, mainly due to a reduction in the amortization of expense related to stock options granted to consultants from $31,818 in the three months ended September 30, 2023 to only $2,111 in the three months ended September 30, 2024.

Other Income (Expense)

Other expense in the three months ended September 30, 2024 of $5,131 included interest expense of $7,519 related to accrued interest on convertible notes payable, offset by a gain of $2,388 as a result of the change in fair market value of derivative liabilities. Other expense in the three months ended September 30, 2023, was $90,112, which included a loss of $75,911 as a result of the change in fair market value of derivative liabilities, and interest expense of $14,201 which is comprised of accretion of convertible notes of $7,016, and accrued interest on convertible notes payable of $7,185.

Nine Months Ended September 30, 2024 and September 30, 2023

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 had a net loss of $215,180 in the nine months ended September 30, 2024, compared to $610,871 in the nine months ended September 30, 2023, as follows:

	September 30,
	2024			2023

Net sales	$	-		$	-

Operating expenses:
Research and development expenses		138,736			375,792
Professional fees		42,078			50,867
General and administrative expenses		42,980			73,256
Total operating expenses		223,794			499,915

Income (loss) from operations		(223,794	)		(499,915	)

Other income (expense)
Loss on extinguishment of debt		(29,780	)		(33,932	)
Interest expense		(35,767	)		(91,079	)
Change in fair market value of derivative liabilities		74,161			14,055
Total other income (expense)		8,614			(110,956	)

Net (loss)	$	(215,180	)	$	(610,871	)

Operating Expenses

Total operating expenses for the nine months ended September 30, 2024, were $223,794 compared to total operating expenses of $499,915 for the nine months ended September 30, 2023. The substantial decrease in operating expenses during the nine months ended September 30, 2024, is primarily due to a decrease in research and development expenses period over period mainly due to a reduction in the expense recorded related to amortization of stock-based compensation in the form of option grants during the nine months ended September 30, 2024 to $142,396 from stock based compensation in the nine months ended September 30, 2023 valued at $378,678. In each of the three months ended September 30, 2024 and 2023, the Company recorded credits against prior research expenses invoiced by vendors resulting in total research and development expenses in the nine months ended September 30, 2024 and 2023 of $138,736 and $375,792, respectively. During the nine months ended September 30, 2024, professional fees decreased from $50,867 in the nine months ended September 30, 2023, to $42,078 in the nine months ended September 30, 2024. During the nine months ended September 30, 2023, the Company incurred additional legal fees with respect to the negotiation of certain licensing agreements, patent applications, processes and know-how related to AS101 Tellurium based compounds with no comparable expenses in the nine months ended September 30, 2024. During the nine months ended September 30, 2024, there was a decrease in general and administrative expenses from $73,256 in the nine months ended September 30, 2023, to $42,980 in the nine months ended September 30, 2024, mainly due to a reduction in amortization expense recorded with respect to stock options granted to consultants from $41,113 in the nine months ended September 30, 2023 to only $11,406 in the nine months ended September 30, 2024.

Other Income (Expense)

Other income in the nine months ended September 30, 2024, was $8,614 and included a loss on extinguishment of certain debt of $29,780 and interest expense of $35,767, which is comprised of accretion of convertible notes of $14,024 and accrued interest on convertible notes of $21,743, offset by a gain of $74,161 as a result of the change in fair market value of derivative liabilities.

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Other expense in the nine months ended September 30, 2023, was $110,956, which included 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, offset by a gain of $14,055 as a result of the change in fair market value of derivative liabilities.

Operating Activities

Net cash used by operating activities was $59,282 for the nine months ended September 30, 2024, compared to $48,423 for the nine months ended September 30, 2023. Net cash used in operating activities for the nine months ended September 30, 2024 was primarily the result of net loss of $215,180, offset by a non-cash gain related to the change in valuation of derivative liabilities of $74,161, offset by stock based compensation expense related to research and development of $142,396, stock based compensation expense issued for consulting services of $11,406, accretion of debt discount of $14,024, and a loss on extinguishment of debt of $29,780, as well as changes to operating assets and liabilities, including an increase to accounts payable of $2,688 and an increase to accounts payable-related parties of $29,765.

Net cash used in operating activities for the nine months ended September 30, 2023 was primarily the result of net loss of $610,871, offset by non-cash items, including accretion of debt discount of $27,789, noncash interest penalties of $38,000, a loss on the extinguishment of debt of $33,932, and a gain as a result of the change in valuation of derivative liabilities of $14,055, as well as changes to operating assets and liabilities, including an increase to accounts payable of $18,529 and an increase to accounts payable-related parties of $38,462.

Investing Activities

There were no investing activities during the nine months ended September 30, 2024, and 2023.

Financing Activities

Net cash provided by financing activities was $61,000 for the nine months ended September 30, 2024, compared to $52,500 for the nine months ended September 30, 2023. During the nine months ended September 30, 2024, the Company received $61,000 in proceeds from a related party in the form of unsecured advances. 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.

Liquidity and Capital Resources

As of September 30, 2024, we had cash of $2,138. 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 the issuance of such securities may have rights senior to those of the then existing stockholders. We currently have no agreements, arrangements or understandings with any person or entity to obtain funds through bank loans, lines of credit or any other sources.

We continue exploring sources of debt and equity financing as well as available grants. We are currently exploring and are in discussions for 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 the third quarter of 2024.

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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 March 21, 2022. The offering terminated two years from effective date or March 21, 2024, and no shares were sold under the Offering.

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, 2023, includes an explanatory paragraph stating the Company has recurring losses and limited operations which raise substantial doubt about its ability to continue as a going concern. If the Company is unable to obtain adequate capital, the Company may be required to reduce the scope, delay, or eliminate some or all of its planned operations. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

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, 2024, 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

On June 15, 2024, the Company approved the issuance of 300,000 shares of its common stock to Quick Capital LLC with a value of $55,644 related to a loan amendment (Please refer to Note 5 of the Financial Statements contained in this report). The shares were valued as of the agreement date.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable

ITEM 5. OTHER INFORMATION

On October 16, 2024 the Company entered into a Term Sheet (the “Agreement”) with First Person Ltd. (“FP”), a privately held Alberta, Canada corporation.

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ITEM 6. EXHIBITS

Exhibit Number		Exhibit
10.37		Term Sheet dated October 16, 2024 (Incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K filed with the SEC on October 22, 2024)
10.38		Termination Notice dated October 28, 2024
10.39		Notice to Ariel Scientific Innovations Ltd. dated October 28, 2024
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		Inline XBRL (Extensible Business Reporting Language). The following materials from this Quarterly Report on Form 10-Q for the period ended September 30, 2024, are formatted in Inline XBRL: (i) condensed balance sheets of Qrons, Inc., (ii) condensed statements of operations of Qrons, Inc., (iii) condensed statements of operations and comprehensive income/(loss) of Qrons, Inc., (iv) condensed statements of changes in equity of Qrons, Inc., (v) consolidated statements of cash flows of Qrons, Inc. and (vi) notes to condensed financial statements of Qrons, Inc. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL.

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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 8, 2024	By:	/s/ Jonah Meer
		Jonah Meer
		Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer)

Qrons Inc. 10-Q