UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): ~~October~~January 1617, ~~2024~~2025 (January 15, 2025)

QRONS INC.

(Exact name of registrant as specified in its charter)

Wyoming

000-55800

81-3623646

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

28-10 Jackson Avenue #26N

Long Island City, New York

11101

(Address of principal executive offices)

(Zip Code)

+1 212-945-2080

(Registrant’s telephone number, including area code)

_______________________________________________

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

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

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

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

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

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

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

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

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

Emerging Growth Company ☐

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

Section 1 - Registrant’s Business and Operations

Item 1.01. Entry into a Material Definitive Agreement.

OnPlan ~~October~~and ~~16, 2024 Qrons Inc. (the “Company” or “Qrons”) entered into a Term Sheet (the “~~Agreement”) ~~with~~of ~~First Person Ltd. (“FP”), a privately held Alberta, Canada corporation.~~ Merger

~~Under~~On ~~the~~January ~~Agreement~~15, FP2025, ~~will~~Qrons ~~enter~~Inc., ~~into~~ a ~~reverse~~Wyoming ~~triangular~~corporation ~~merger~~(the ~~with~~“Company”), ~~Qrons~~entered ~~and~~into a ~~newly~~Plan ~~formed~~and ~~wholly-owned~~Agreement ~~acquisition~~of ~~subsidiary~~Merger ofdated ~~Qrons~~as ~~(the~~of ~~“Merger~~January ~~Sub”)~~1, ~~which~~2025 ~~merger~~ (the “Merger Agreement”), ~~shall~~with ~~qualify~~First asPerson ~~a tax-free reorganization under the U~~Ltd.S., ~~Internal~~an ~~Revenue~~Alberta, ~~Code~~Canada, ~~and~~corporation ~~pursuant to which all of the outstanding capital stock of FP will be exchanged for shares of Qrons common stock~~ (“~~Common~~First ~~Stock~~Person”)~~; Merger Sub will merge with and into FP~~, ~~and~~pursuant FPto ~~will~~which ~~survive~~Primary ~~the~~ Merger ~~and~~Sub, ~~become~~Inc., a Colorado corporation wholly owned ~~subsidiary~~by ofthe ~~Qrons. The~~Company, ~~definitive~~will ~~agreement~~merge (the “Merger ~~Agreement~~”) ~~shall~~with ~~contain~~and ~~certain~~into ~~customary~~First ~~provisions including necessary board~~Person, ~~shareholder~~with ~~and~~First ~~other~~Person ~~required~~becoming ~~consents~~the ~~upon~~Company’s ~~completion~~wholly-owned ofsubsidiary ~~satisfactory~~after ~~due~~the ~~diligence by each of FP and Qrons~~Merger.

~~Immediately~~First ~~prior~~Person tois ~~the~~focused ~~Merger~~on itoptimizing iscognitive ~~anticipated~~performance ~~that~~by ~~Qrons~~pioneering ~~shall~~the ~~not~~next ~~have~~wave ~~any~~of ~~liabilities,~~consumer ~~contingent or otherwise~~products, ~~including~~innovating ~~but~~at ~~not~~the ~~limited~~ingredient ~~to notes payable (other than an existing $216~~level,~~000~~ ~~convertible~~enabling ~~promissory~~seamless ~~note~~adoption ~~payable plus accrued interest to Quick Capital, LLC)~~ and ~~accounts~~integration ~~payable,~~into ~~except~~major asconsumer ~~set~~markets. ~~forth~~With ina ~~the~~layered ~~Merger~~and ~~Agreement~~diversified ~~(which~~brand ~~shall~~and ~~not~~product ~~exceed~~platform ~~$100,000~~First inPerson ~~the aggregate.) Further it~~ is ~~contemplated~~focused ~~that~~on ~~after~~multiple ~~arranging~~protectable ~~for~~and ~~elimination~~scalable ofgrowth ~~its~~opportunities ~~convertible~~in ~~debt~~large ~~(excluding~~existing ~~the~~and ~~aforementioned~~emerging ~~Quick~~high-growth ~~Capital~~markets. ~~LLC~~First ~~note),~~Person ~~conversion of debts~~creates, ~~conversion~~curates ~~of loans~~ and ~~advances~~innovates ~~into~~better ~~common~~ingredients ~~stock,~~that ~~and~~translate ~~any~~into ~~other~~disruptive ~~share~~consumer ~~issuances pre-Merger it is estimated Qrons will have approximately 18 million shares outstanding~~products.

InPursuant ~~consideration~~to ~~for~~ the Merger Agreement, 8,000 shares of the ~~stockholders~~Company’s ~~(and~~newly ~~holders~~designated ofSeries ~~stock~~B ~~equivalents)~~Convertible ofPreferred FPStock will ~~receive,~~be inissued ~~exchange~~to ~~for~~the ~~all~~shareholders of ~~their~~First ~~outstanding~~Person ~~shares~~in ofthe ~~capital~~Merger. ~~stock~~The ofMerger FPclosing is expected to occur on aor ~~fully~~before ~~diluted~~January ~~basis~~20, (2025, assuming the satisfaction of several conditions, including ~~all~~(a) ~~outstanding~~First ~~preferred~~Person’s ~~stock~~obtaining ~~and~~funding ~~convertible~~commitments ~~notes~~of onnot less than $250,000, (b) the Company’s entering into an asanti-~~converted~~dilution ~~basis,~~agreement ~~and~~with ~~any~~certain ~~outstanding~~affiliates ~~warrants~~of the Company, an(c) ~~aggregate~~the consummation of ~~80.51%~~a ~~restricted~~stock purchase agreement relating to the sale of all outstanding shares of ~~Qrons~~the Company’s ~~common~~Series A Preferred Stock, ~~pro~~the ~~rata.~~Company’s ~~The~~voting-control ~~Qrons~~securities, ~~Holders~~by ~~immediately~~their ~~prior~~current holders to ~~the~~an ~~Merger~~affiliate ~~after~~of ~~giving~~First ~~effect~~Person toand ~~conversion~~(d) customary closing conditions, ~~compromises~~including the receipt of ~~debt,~~necessary ~~warrant~~approval orfrom ~~stock~~each ~~option~~of ~~exercises,~~the ifCompany ~~any~~and First Person, orincluding ~~other~~its ~~pre-Merger~~shareholders, ~~issuance~~the accuracy of ~~shares~~the ~~will~~representations ~~retain~~and inwarranties of the ~~aggregate~~other party, ~~14.5% of~~performance by the ~~outstanding~~other ~~shares~~party of ~~Qrons~~its ~~common~~obligations ~~stock~~under ~~with~~the ~~anti-dilution~~Merger ~~protection~~Agreement, and the ~~precise~~absence ~~terms~~ of ~~such~~any ~~anti-dilution~~material ~~protection~~adverse tochanges bein ~~reflected~~the incondition of the ~~Merger~~other ~~Agreement~~party. ~~Venture~~The ~~Group~~Company’s ~~LLC~~management ~~shall~~sees ~~hold~~no animpediment ~~aggregate~~to ofthe ~~4.99%~~consummation ~~restricted~~of ~~common~~the ~~shares~~Merger.

~~Upon~~The ~~the~~representations, ~~closing~~warranties and covenants of each party set forth in the Merger Agreement have been made only for the purposes of, ~~Qrons~~and ~~shall~~were ~~have~~and anare ~~authorized~~solely ~~capitalization~~for the benefit of ~~200~~the parties to,~~000~~ the Merger Agreement,~~000~~ ~~shares~~may ofbe ~~Common~~subject ~~Stock~~to ~~and~~limitations 10agreed upon by the contracting parties,~~000~~ ~~Series~~including Abeing ~~Preferred~~qualified ~~stock.~~by Onconfidential disclosures made for the ~~Closing~~purposes ~~Date~~of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, ~~all~~and may be subject to standards of materiality applicable to the ~~current~~contracting ~~officers~~parties that differ from those applicable to investors. Accordingly, the representations and ~~directors~~warranties may not describe the actual state of ~~Qrons~~affairs ~~shall~~at ~~resign~~the ~~and~~date they were made or at any other time, ~~simultaneously~~and ~~therewith~~investors should not rely on them as statements of fact. In addition, such representations and warranties (a1) will not survive consummation of the ~~new~~Merger, ~~Board~~and (2) were made only as of ~~Directors~~the ~~shall~~date beof ~~appointed~~the Merger Agreement or such other date as ~~designated~~is byspecified ~~FP;~~in the Merger Agreement. Moreover, information concerning the subject matter of the representations and ~~(b)~~warranties ~~such~~may ~~officers~~change ~~shall~~after bethe ~~appointed~~date asof ~~shall~~the Merger Agreement, which subsequent information may or may not be ~~determined~~fully byreflected FPin the parties' public disclosures. Accordingly, the Merger Agreement is included with this filing only to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors with any factual information regarding the Company or First Person, their respective affiliates or their respective businesses.

~~The~~ Anti-Dilution ~~anticipated~~Agreement. ~~closing~~In ~~date~~conjunction ~~for~~with the Merger (Agreement, the ~~“Closing~~Company ~~Date”)~~and ~~will~~the beCompany’s oncurrent ordirectors, ~~before~~Jonah ~~December~~Meer 16and Ido Merfeld, ~~2024~~and a company managed by Mr. ~~Qrons~~Meer ~~and~~(collectively, FPthe ~~shall~~“Shareholders”), ~~publish~~are ato ~~press~~enter ~~release~~into ~~upon~~an ~~Closing~~anti-dilution agreement (the “Anti-Dilution Agreement”), the ~~contents~~form of which ~~will~~is beattached ~~subject~~as Exhibit C to ~~prior~~the ~~approval~~Merger Agreement. Under the Anti-Dilution Agreement, the Shareholders would be protected from dilution of ~~both~~their ~~parties~~respective common stock ownership percentages for a period of 12 months from the date on which the Company shall have filed its Annual Report on Form 8-K for the year ended December 31, 2024.

~~From~~ Stock ~~and~~Purchase ~~after~~Agreement. ~~the~~In ~~date~~conjunction ofwith the ~~execution~~Merger ~~of the~~ Agreement, (the ~~“Execution~~Company’s ~~Date”)~~current ~~through and including December 16~~directors, ~~2024~~Jonah ~~(the~~Meer ~~“Exclusivity Period”), FP~~ and ~~Qrons~~Ido ~~each~~Merfeld, ~~hereby~~are ~~covenants~~to ~~and agrees that it will not during the Exclusivity Period~~ enter into ~~any~~a ~~public~~stock ~~offering,~~purchase ~~financing,~~agreement ~~reverse merger or similar type of going-public transaction, divestiture, other than~~ (the ~~Merger~~“Control asSPA”) ~~set~~with ~~forth~~Cory inJ. ~~the Agreement~~Rosenberg, ~~except~~a ~~for~~Director ~~(i)~~and ~~agreements~~Chief inExecutive ~~the~~Officer ~~ordinary course~~ of ~~business~~FP, ~~and~~who ~~(ii)~~will ~~transactions~~assume insuch ~~furtherance~~offices of the ~~completion~~Company ~~of this transaction. Either FP or Qrons shall have the right,~~ upon ~~prior written notice to~~ the ~~other~~closing ~~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~~Merger ~~party~~Agreement. The ~~obligations~~Control ofSPA ~~the~~is ~~parties~~ to ~~each~~close ~~other~~simultaneously ~~under~~with 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~~.

The foregoing description of the Merger Agreement, including the Anti-Dilution Agreement attached thereto as Exhibit C, does not purport to be complete and is qualified in its entirety by reference to the full text of ~~such~~the Merger Agreement, aincluding ~~copy~~the ofAnti-Dilution Agreement attached thereto as Exhibit C, which is ~~attached~~filed ~~hereto~~ as Exhibit 10.371 to, and is incorporated ~~herein~~by reference in, ~~its~~this ~~entirety~~Current ~~by reference~~Report.

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/

~~Section~~Item ~~3 -~~5.03 ~~Securities~~Amendments ~~and~~to ~~Trading~~Articles ~~Markets~~of Incorporation or Bylaws; Change in Fiscal Year.

~~Item~~On ~~3.02.~~January ~~Unregistered~~2, ~~Sales~~2025, the Company filed with the State of ~~Equity~~Wyoming ~~Securities~~an Articles of Amendment to its Articles of Incorporation (the “Articles of Amendment”), which (a) restated the Certificate of Designation of the Company’s Series A Preferred Stock, as summarized below, and (b) established a Series B Convertible Preferred Stock with the rights, preferences, powers, restrictions and limitations, as summarized below.

Series A Preferred Stock. The ~~information~~Articles ~~contained~~of inAmendment ~~Item~~reduced ~~1.01~~the ~~above~~number isof ~~incorporated~~shares ~~herein~~designated byas ~~reference~~Series inA ~~this~~Preferred ~~Item~~Stock 3from 10,000 shares to 2,000 shares.~~02.~~

~~The~~ Series ~~shares~~B ofConvertible ~~common~~Preferred ~~stock underlying the common stock to be issued upon completion of the Merger described in Item 1~~Stock.01 ~~above~~The ~~shall~~rights, ~~be issued in reliance upon exemptions from registration pursuant to Section 4(a)(2) under the Securities Act of 1933~~preferences, ~~as amended~~powers, restrictions and~~/or~~ ~~Regulation~~limitations S of the ~~Securities~~Series ~~Act~~B ofConvertible ~~1933,~~Preferred asStock ~~amended~~are summarized below.

Section 9 1. Designation, Amount and Par Value. The series of Preferred Stock shall be designated as Series B Convertible Preferred Stock (the “Series B Preferred Stock”) and the number of shares so designated shall be Eight Thousand (8,000). Section 2. Fractional Shares. The Series B Preferred Stock may be issued in fractional shares. Section 3. Voting Rights. The holders of the Series B Preferred Stock shall, as a class, have rights in all matters requiring shareholder approval to a total of 99,943,448 votes. Section 4. Dividends. The Series B Preferred Stock shall be treated pari passu with the Company’s common stock, except that the dividend on each share of Series B Preferred Stock shall be equal to the amount of the dividend declared and paid on each share of the common stock (the “Common Stock”) of the Company multiplied by the Conversion Rate, as that term is defined in Section 6(b). Section 5. Liquidation. The holders of Series B Preferred Stock shall not be entitled to any manner of liquidation preference payment, except that holders of Series B Preferred Stock shall be permitted to exercise immediately their rights to conversion, as set forth herein, in the event the Company determines to liquidate or suffers liquidation by reason of any order by a court of competent jurisdiction. Section 6. Conversion and Adjustments. (a) Automatic and Sole Conversion. On the third business day immediately following the Company’s having increased the number of authorized shares of Common Stock to no fewer than 500,000,000 shares (the “Automatic Conversion Date”), all then-outstanding ~~Financial~~shares ~~Statements~~of Series B Preferred Stock shall, ipso facto, be converted into shares of the Company’s Common Stock at the then-applicable Conversion Rate, as defined in Section 6(b). (b) Conversion Rate. On the Automatic Conversion Date, the Series B Preferred Stock shall be convertible into Common Stock as the rate of 12,492.931 shares of Common Stock for each one (1) share of Series B Preferred Stock (the “Conversion Rate”). (c) Adjustment to Conversion Rate for Stock Dividends, Consolidations and ~~Exhibits~~Subdivisions. In case the Company, at any time after the first issuance of a share of the Series B Preferred Stock, shall declare or pay on the Common Stock any dividend in shares of Common Stock, or effect a subdivision of the outstanding shares of the Common Stock into a greater number of shares of the Common Stock (by reclassification or otherwise than by payment of a dividend payable in shares of the Common Stock), or shall combine or consolidate the outstanding shares of the Common Stock into a lesser number of shares of the Common Stock (by reclassification or otherwise) (each an “Underlying Event”), then, and, with respect to each such Underlying Event, the Conversion Rate (as previously adjusted, if at all) in effect immediately prior to such Underlying Change shall, concurrently with the effectiveness of such Underlying Change, be proportionately adjusted. (d) Adjustments for Reclassifications and Certain Reorganizations. In case the Company at any time after the first issuance of a share of the Series B Preferred Stock shall reclassify or otherwise change the outstanding shares of the Common Stock, whether by capital reorganization, reclassification or otherwise, or shall consolidate with or merge with or into any other corporation where the Company is not the surviving corporation but not otherwise (each a “Reorganization Event”), then, and in each such case, the terms of each share of the Series B Preferred Stock shall be automatically altered, without any action required of the Holder, such that each share of Series B Preferred Stock would, upon conversion, result in the same outcome as if the Company had not completed such Reorganization Event.

~~Item 9.01. Financial Statements and Exhibits.~~3

Section 7. Redemption. The Series B Preferred Stock shall not be subject to redemption by the Company. Section 8. Protection Provisions. So long as any shares of Series B Preferred Stock are outstanding, the Company shall not, without first obtaining the unanimous written consent of the holders of Series B Preferred Stock, alter or change the rights, preferences or privileges of the Series B Preferred Stock so as to affect adversely the holders of Series B Preferred Stock. The Company hereby covenants and agrees that the Company will not, by amendment of its Articles of Incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Certificate of Designation, and will at all times carry out all the provisions of this Certificate of Designation and take all action as may be required to protect the rights of the holders of the Series B Preferred Stock. Section 9. Status of Converted Stock. In the event any shares of the Series B Preferred Stock shall be converted pursuant to Section 6 above, the shares so converted shall be cancelled and shall revert to the Company’s authorized but unissued Preferred Stock. Section 10. Transferability. This Series B Preferred Stock shall be transferable, and may be assigned by the holders, to anyone of their choosing without the Company’s approval, subject to applicable securities laws. Each holder of the Series B Preferred Stock covenants not to engage in any unregistered public distribution of the Series B Preferred Stock when making any assignments. Section 11. Notices. Any notice required hereby to be given to the holders of shares of the Series B Preferred Stock shall be deemed given if sent by email or deposited in the United States mail, postage prepaid, and addressed to each holder of record at his, her or its address appearing on the books of the Company. Section 12. Miscellaneous. (da) ~~Exhibits~~ The headings of the various sections and subsections of this Certificate of Designation are for convenience of reference only and shall not affect the interpretation of any of the provisions of this Certificate of Designation. (b) Whenever possible, each provision of this Certificate of Designation shall be interpreted in a manner as to be effective and valid under applicable law and publish policy. If any provision set forth herein is held to be invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating or otherwise adversely affecting the remaining provisions of this Certificate of Designation. No provision herein set forth shall be deemed dependent upon any other provision unless so expressed herein. If a court of competent jurisdiction should determine that a provision of this Certificate of Designation would be valid or enforceable if a period of time were extended or shortened, then such court may make such change as shall be necessary to render the provision in question effective and valid under applicable law. (c) Except as may otherwise be required by law, the shares of the Series B Preferred Stock shall not have any powers, designations, preferences or other special rights, other than those specifically set forth in this Certificate of Designation. Section 13. Waiver. Any of the rights, powers or preferences of the holders of the Series B Preferred Stock may be waived by the affirmative consent or vote of the holders of at least a majority of the shares of Series B Preferred Stock then outstanding. Section 14. No Other Rights or Privileges. Except as specifically set forth herein, the holder(s) of the shares of Series B Preferred Stock shall have no other rights, privileges or preferences with respect to the Series B Preferred Stock.

Exhibit No		Description
10.37		Term Sheet dated October 16, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

The foregoing description of the Articles of Amendment is qualified in its entirety by the full text of the Articles of Amendment, which is filed as Exhibit 3.1 to, and incorporated by reference in, this Current Report.

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

~~Pursuant~~(d) ~~to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~Exhibits.

	QRONS INC.
Exhibit No.		Description
Date: October 22, 2024	By:	/s/ Jonah Meer
3.1*		Articles of Amendment to Articles of Incorporation filed January 2, 2025
	Name:	Jonah Meer
10.1*		Agreement and Plan of Merger among the Company, Primary Merger Sub, Inc. and First Person, Ltd.
	Title:	Chief Executive Officer
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document).
* Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	QRONS INC.

Date: January 17, 2025	By:	/s/ Jonah Meer
	Name:	Jonah Meer
	Title:	Chief Executive Officer

Filing Compare · Qrons Inc.