Company Quick10K Filing
Quick10K
Qrons
Closing Price ($) Shares Out (MM) Market Cap ($MM)
$2.50 13 $32
10-Q 2019-06-30 Quarter: 2019-06-30
10-Q 2019-03-31 Quarter: 2019-03-31
10-K 2018-12-31 Annual: 2018-12-31
10-Q 2018-09-30 Quarter: 2018-09-30
10-Q 2018-06-30 Quarter: 2018-06-30
10-Q 2018-03-31 Quarter: 2018-03-31
10-K 2017-12-31 Annual: 2017-12-31
10-Q 2017-09-30 Quarter: 2017-09-30
10-Q 2017-06-30 Quarter: 2017-06-30
10-Q 2017-03-31 Quarter: 2017-03-31
8-K 2019-10-02 Enter Agreement, Exhibits
8-K 2019-08-08 Enter Agreement, Sale of Shares, Other Events, Exhibits
8-K 2019-06-25 Enter Agreement, Officers, Other Events, Exhibits
8-K 2019-05-01 Enter Agreement, Off-BS Arrangement, Sale of Shares, Exhibits
8-K 2019-04-11 Enter Agreement, Exhibits
8-K 2018-12-10 Enter Agreement, Sale of Shares, Exhibits
8-K 2018-07-12 Enter Agreement, Other Events, Exhibits
8-K 2018-04-16 Enter Agreement, Other Events, Exhibits
8-K 2018-04-12 Enter Agreement, Exhibits
8-K 2018-03-26 Other Events, Exhibits
8-K 2018-02-12 Enter Agreement, Other Events, Exhibits
WPZ Williams Partners 38,808
BFB Brown Forman 28,148
LPNT Lifepoint Health 1,839
KMG KMG Chemicals 1,160
MDCL Medicine Man Technologies 45
NLST Netlist 42
VDH Vigilant Diversified Holdings 0
ZGSI Zero Gravity Solutions 0
CTA Emerging Cta Portfolio 0
MYDX MyDx 0
QRON 2019-06-30
Part I -- Financial Information
Item 1. Financial Statements
Note 1 - Description of Business and Basis of Presentation
Note 3 - Going Concern
Note 4 - Convertible Note - Related Party and Derivative Liabilities
Note 5 - Unsecured Short-Term Advance From Third Party
Note 6 - Demand Loan From Related Party
Note 7 - License and Research Funding Agreements
Note 8 - Commitments
Note 9 - Stock Plan
Note 10 - Capital Stock
Note 11 - Other Events
Note 12 - Subsequent Events
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
Part II - Other Information
Item 1. Legal Proceedings
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosures
Item 5. Other Information
Item 6. Exhibits
EX-31.1 ex311.htm
EX-32.1 ex321.htm

Qrons Earnings 2019-06-30

QRON 10Q Quarterly Report

Balance SheetIncome StatementCash Flow

10-Q 1 form10q.htm 10-Q


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10-Q
 
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
 
For the quarterly period ended June 30, 2019
 
 
[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the transition period from __________ to __________

000-55800
(Commission File Number)
 
QRONS INC.
(Exact name of registrant as specified in its charter)
 
 
Wyoming
81-3623646
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
 
 
50 Battery Place, #7T, New York, New York
10280
(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

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 [X]  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 [X] 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 [X]
 
Emerging growth company [X]


      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 [X ]
 
As of August 14, 2019, there were 13,054,809 shares of the registrant's common stock outstanding.
2



QRONS INC.
TABLE OF CONTENTS
 
 
Page
 
PART I – FINANCIAL INFORMATION
 
 
 
 
 4
 
 
 
 24
 
 
 
 31
 
 
 
 31
 
 
 
 
PART II – OTHER INFORMATION
 
 
 
 
 32
 
 
 
 32
 
 
 
 32
 
 
 
 32
 
 
 
 32
 
 
 
 32
 
 
 
 33
 
 
 
 
 33



3


PART I -- FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

 QRONS INC.

 
BALANCE SHEETS
(Unaudited)
 
 
 
 
June 30,
2019
   
December 31,
2018
 
 
           
 
           
ASSETS
           
Current assets
           
Cash and cash equivalents
 
$
66,705
   
$
143,862
 
Prepaid expenses
   
24,886
     
51,985
 
Total current assets
   
91,591
     
195,847
 
 
               
TOTAL ASSETS
 
$
91,591
   
$
195,847
 
 
               
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
               
 
               
Current liabilities
               
Accounts payable and accrued liabilities
 
$
41,578
   
$
23,324
 
Accounts payable and accrued liabilities – related party
   
5,065
     
3,421
 
Demand loans, related party
   
50,000
     
-
 
Unsecured short-term advances
   
100,000
     
-
 
Convertible note – related party, net of debt discount
   
25,000
     
25,000
 
Derivative liabilities
   
51,284
     
36,827
 
Total current liabilities
   
272,927
     
88,572
 
 
               
Total liabilities
   
272,927
     
88,572
 
 
               
Stockholders' equity (deficit)
               
Series A Preferred Shares: $0.001 par value, authorized 10,000; 2,000 shares issued and outstanding
   
2
     
2
 
Common stock, $0.0001 par value: shares authorized 100,000,000; 12,967,309 and 12,872,309 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively
   
1,297
     
1,287
 
Additional Paid-in Capital
   
5,820,117
     
5,629,694
 
Accumulated deficit
   
(6,002,752
)
   
(5,523,708
)
Total stockholder's equity (deficit)
   
(181,336
)
   
107,275
 
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
 
$
91,591
   
$
195,847
 
 
 
 
The accompanying notes are an integral part of these unaudited financial statements.
 
 
4



QRONS INC.
 
STATEMENTS OF OPERATIONS
(Unaudited)


 
 
Three Months ended
   
Six Months ended
 
 
 
June 30,
   
June 30,
 
 
 
2019
   
2018
   
2019
   
2018
 
 
                       
Net sales
 
$
-
   
$
-
   
$
-
   
$
-
 
 
                               
Operating expenses:
                               
Research and development expenses
   
138,374
     
140,733
     
303,528
     
210,117
 
Professional fees    
27,640
      7,969       43,226       29,149  
General and administrative expenses
   
33,143
     
534,555
     
115,917
     
932,619
 
Total operating expenses
   
199,157
     
683,257
     
462,671
     
1,171,885
 
 
                               
Income (loss) from operations
   
(199,157
)
   
(683,257
)
   
(462,671
)
   
(1,171,885
)
 
                               
Other income (expense)
                               
Interest expense
   
(1,420
)
   
(6,933
)
   
(1,916
)
   
(13,791
)
Change in derivative liabilities
   
(17,006
)
   
1,547
     
(14,457
)
   
3,563
 
Total other (expense)
   
(18,426
)
   
(5,386
)
   
(16,373
)
   
(10,228
)
 
                               
Net (loss)
 
$
(217,583
)
 
$
(688,643
)
 
$
(479,044
)
 
$
(1,182,113
)
 
                               
Net (loss) per common shares (basic and diluted)
 
$
(0.02
)
 
$
(0.05
)
 
$
(0.04
)
 
$
(0.09
)
 
                               
Weighted average shares outstanding
                               
(basic and diluted)
   
12,966,485
     
12,785,169
     
12,938,828
     
12,712,527
 

 

The accompanying notes are an integral part of these unaudited condensed financial statements.
5



QRONS INC.
 
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
(Unaudited)

 
 
 
Series A Preferred Shares
   
Common Stock
   
Additional
Paid-in
   
Accumulated
   
Total
 
 
 
Shares
   
Amount
   
Shares
   
Amount
   
Capital
   
Deficit
   
Equity
 
 
                                         
Balance, December 31, 2017
   
2,000
   
$
2
     
12,404,910
   
$
1,240
   
$
1,611,711
   
$
(1,592,680
)
 
$
20,273
 
Issuance of common stock for private placement
   
-
     
-
     
312,500
     
32
     
499,968
     
-
     
500,000
 
Warrants exercised associated with private placement
   
-
     
-
     
1,715
     
-
     
-
     
-
     
-
 
Shares issued for stock awards for business advisory services
   
-
     
-
     
10,000
     
1
     
27,999
     
-
     
28,000
 
Stock option granted to officers
   
-
     
-
     
-
     
-
     
353,430
     
-
     
353,430
 
Stock option granted to non-employees as research and development costs
   
-
     
-
     
-
     
-
     
27,975
     
-
     
27,975
 
Net loss for the period
   
-
     
-
   
-
     
-
     
-
     
(493,470
)
   
(493,470
)
Balance, March 31, 2018
   
2,000
   
$
2
   
12,729,125
     
1,273
     
2,521,083
     
(2,086,150
)
   
436,208
 
Shares issued for services provided
    -       -      
75,000
     
7
     
149,993
      -      
150,000
 
Stock option granted to officers
     -       -       -       -      
353,430
      -      
353,430
 
Stock option granted to non-employees as research and development costs
     -        -        -       -      
46,763
      -      
46,763
 
Net loss for the period
     -        -       -       -        -      
(688,643
)
   
(688,643
)
Balance, June 30, 2018
   
2,000
   
$
2
     
12,804,125
   
$
1,280
   
$
3,071,269
   
$
(2,774,793
)
 
$
297,758
 

 
The accompanying notes are an integral part of these unaudited financial statements.
6


QRONS INC.
 
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
(Unaudited)

 
 
 
Series A Preferred Shares
   
Common Stock
   
Additional
Paid-in
   
Accumulated
   
Total
 
 
 
Shares
   
Amount
   
Shares
   
Amount
   
Capital
   
Deficit
   
Equity
 
                                           
Balance, December 31, 2018
   
2,000
   
$
2
     
12,872,309
   
$
1,287
   
$
5,629,694
   
$
(5,523,708
)
 
$
107,275
 
Shares issued for stock awards for business advisory services
   
-
     
-
     
30,000
     
3
     
37,497
     
-
     
37,500
 
Issuance of common stock for private placement
   
-
     
-
     
40,000
     
4
     
39,996
     
-
     
40,000
 
Stock option granted to non-employees as research and development costs
   
-
     
-
     
-
     
-
     
45,442
     
-
     
45,442
 
Net loss for the period
   
-
     
-
     
-
     
-
     
-
     
(261,461
)
   
(261,461
)
Balance, March 31, 2019
   
2,000
     
2
     
12,942,309
     
1,294
     
5,752,629
     
(5,785,169
)
   
(31,244
)
Issuance of common stock for private placement
     -        -      
25,000
     
3
     
24,997
       -      
25,000
 
Stock option granted to non-employees as research and development costs
     -       -      -        -      
42,491
       -      
42,491
 
Net loss for the period
     -       -        -        -        -      
(217,583
)
   
(217,583
)
Balance, June 30, 2019
   
2,000
   
$
2
     
12,967,309
   
$
1,297
   
$
5,820,117
   
$
(6,002,752
)
 
$
(181,336
)


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

7



QRONS INC.
 
STATEMENTS OF CASH FLOWS
(Unaudited)



 
 
For the Six Months ended June 30,
 
 
 
2019
   
2018
 
Cash Flows From Operating Activities
           
Net loss
 
$
(479,044
)
 
$
(1,182,113
)
Adjustments to reconcile net loss to net cash (used by) operating activities:
               
Stock issued for advisory and consulting services
   
37,500
     
178,000
 
Stock issued for research and development expense
   
87,933
     
74,738
 
Stock options granted for administrative expenses and advisory services
   
-
     
706,860
 
Accretion of debt discount
   
-
     
12,794
 
Change in derivative liabilities
   
14,457
     
(3,563
)
Changes in operating assets and liabilities:
               
Prepaid expenses
   
27,099
     
(12,355
)
Accounts payable and accrued liabilities
   
18,254
     
5,769
 
Accounts payable and accrued liabilities, related party
   
1,644
     
998
 
Net cash (used by) operating activities
   
(292,157
)
   
(218,872
)
 
               
Cash Flows From Investing Activities
               
Net cash provided from (used by) investing activities
   
-
     
-
 
 
               
Cash Flows From Financing Activities
               
Proceeds from private placement
   
65,000
     
500,000
 
Proceeds from short term advance
   
100,000
     
-
 
Proceeds from demand loan, related party
   
50,000
     
-
 
Net cash provided from financing activities
   
215,000
     
500,000
 
 
               
Increase (decrease) in cash and cash equivalents
   
(77,157
)
   
281,128
 
 
               
Cash at beginning of period
   
143,862
     
57,767
 
Cash at end of period
 
$
66,705
     
338,895
 
 
               
SUPPLEMENTAL DISCLOSURES
               
Interest paid
 
$
-
   
$
-
 
Income taxes paid
 
$
-
   
$
-
 
 
               


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

 

8

QRONS INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
For six months ended June 30, 2019 and 2018
 
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.
 
On July 6, 2017, the board of directors and a majority of the Company's shareholders approved an amendment to the Company's Articles of Incorporation to change the name of the Company from "BioLabMart Inc." to "Qrons Inc.". On August 8, 2017, the Company filed Amended Articles of Incorporation with the State of Wyoming to effectuate such name change. 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 its Daily List on August 9, 2017. The new name and symbol change to "QRON" for the OTC Market was effective August 10, 2017.
 
The Company is an emerging biotechnology company developing advanced stem cell-based solutions to combat neuronal injuries with a laser focus on traumatic brain injuries ("TBIs") and concussions, an unmet medical need. The Company has two product candidates for treating TBIs, both integrating proprietary, modified mesenchymal stem cells ("MSC"s) and smart synthetic material, QS100™ an injury specific, 3D printable, implantable MSCs-synthetic hydrogel, to treat penetrating brain injuries and QS200™ an injectable MSCs-synthetic hydrogel for the treatment of diffused injuries commonly referred to as concussions. We believe that our approach is pushing the boundaries of science by using the latest advances in molecular biology and chemistry. The Company collaborates with universities and scientists in the fields of regenerative medicine, smart synthetic materials and 3D printable hydrogels to develop a treatment that integrates proprietary, engineered MSCs, synthetic hydrogels, 3D printable implant and a novel delivery system.  

On March 15, 2019, the Company relocated its principal executive office from Miami, Florida to 50 Battery Place, #7T, New York, New York 10280.

Note 2 – Summary of Significant Accounting Policies
 
Financial Statement Presentation:  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, 2018.
 
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 six-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. 

Reclassification: Certain amounts in prior periods have been reclassified to conform to the current presentation. A total of $48,688 and $77,145, respectively, for the three and six months ended June 30, 2018, was reclassified from general and administrative expenses to research and development expenses. Such reclassification had no effect on the financial position, loss per share, operations or cash flows for the three and six months ended June 30, 2018.

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 maturities of 90 days or less from the date of purchase to be cash equivalents.
 
9

QRONS INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
For six months ended June 30, 2019 and 2018
 
Note 2 – Summary of Significant Accounting Policies (continued)
 
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 $138,374 and $303,528 for the three and six months ended June 30, 2019, respectively. Research and development costs were $140,733 and $210,117for the three and six months ended June 30, 2018, respectively.
 
Advertising and Marketing Costs: Advertising and marketing costs are expensed as incurred. The Company incurred $42,203 and $7,925 in advertising and marketing costs during the three months ended June 30, 2019 and 2018, respectively.  The Company incurred $90,590 and $40,925 in advertising and marketing costs during the six months ended June 30, 2019 and 2018, respectively.

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 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 7, Stock Plan.
 
Fair Value of Financial Instruments
 
FASB ASC 820, "Fair Value Measurements and Disclosures", 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. FASB 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. FASB 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 June 30, 2019 and December 31, 2018:
 
 
Fair value measurements on a recurring basis
 
 
Level 1
 
Level 2
 
Level 3
 
As of June 30, 2019:
           
Liabilities
           
Derivative liabilities
 
$
-
   
$
-
   
$
51,284
 
 
                       
As of December 31, 2018:
                       
Liabilities
                       
Derivative liabilities
 
$
-
   
$
-
   
$
36,827
 



 
10

QRONS INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
For six months ended June 30, 2019 and 2018
 
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 Topic 815 "Derivatives and Hedging – Contracts in Entity's Own Equity" (ASC Topic 815), 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.   Presently all warrants issued and outstanding are accounted for as equity instruments.
 
Income taxes: The Company has adopted ASC Topic 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 Topic 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 Topic 260 – "Earnings Per Share," the basic loss per share of common stock is computed by dividing net loss available to common stockholders by the weighted average number of common stock outstanding. Diluted loss per share of common stock is computed similar to basic loss per share of common stock 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 computation of basic loss per share for the periods ended June 30, 2019 and December 31, 2018 excludes potentially dilutive securities of underlying share purchase warrants, convertible notes, stock options and preferred shares, because their inclusion would be antidilutive. As a result, the computations of net loss per share for each period presented is the same for both basic and fully diluted.
 
The table below reflects the potentially dilutive securities at each reporting period which have been excluded from the computation of diluted net loss per share:
 
 
 
June 30,
2019
   
December 31,
2018
 
Stock purchase warrants
   
52,000
     
52,000
 
Research Warrants at 3% of issued and outstanding shares
   
389,019
     
386,170
 
Convertible Notes
   
47,070
     
27,864
 
Series A Preferred shares
   
700
     
700
 
Stock options vested
   
1,496,670
     
1,486,670
 
Stock options not yet vested
   
118,330
     
128,330
 
Total
   
2,103,789
     
2,081,734
 
 
 
 
11

QRONS INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
For six months ended June 30, 2019 and 2018
 
Note 2 – Summary of Significant Accounting Policies (continued)
 
New Accounting Pronouncements: Recent accounting pronouncements, other than below, issued by the Financial Accounting Standards Board ("FASB"), (including its EITF, the AICPA and the SEC, did not or are not believed by management to have a material effect on the Company's present or future financial statements.
 
In June 2018, an accounting update was issued by FASB to simplify the accounting for nonemployee share-based payment transactions resulting from expanding the scope of ASC Topic 718, "Compensation-Stock Compensation," to include share-based payment transactions for acquiring goods and services from nonemployees. An entity should apply the requirements of ASC Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). The amendments specify that ASC Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor's own operations by issuing share-based payment awards. The amendments also clarify that ASC Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under ASC Topic 606, Revenue from Contracts with Customers. The amendments in this accounting update became effective December 31, 2018.
 
Note 3 – Going Concern
 
The Company has experienced net losses to date, and it has not generated revenue from operations.  While the Company raised proceeds during 2018 and during the first six months of 2019, it does not believe its resources will be sufficient to meet its operating and capital needs beyond the third quarter of 2019. The Company expects it will require additional capital to fully implement the scope of its proposed business operations, which raises substantial doubt about its ability to continue as a going concern.  The Company will have to continue to rely on equity and debt financing. There can be no assurance that financing, whether debt or equity, will always 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.
 
The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amount and classification of liabilities that might cause results from this uncertainty.
 
Note 4 – Convertible Note – Related Party and Derivative Liabilities
 
On September 1, 2016, the Company entered into a convertible debenture agreement with CubeSquare, LLC ("CubeSquare"), of which its Chief Executive Officer is the managing partner and its President is a 25% owner. The Company received proceeds of $10,000 during fiscal 2016 ("Note 1"). The note bears interest at 8% per annum and was due on September 1, 2017. Interest accrues from September 1, 2016 and is payable on maturity. Interest is payable, at the lender's option, in cash or common stock. Any portion of the loan and unpaid interest is convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of the greater of (i) $0.0625 per share if the Company's shares are not trading on a public market and; (ii) in the event the Company's shares are listed for trading on a public market, the conversion price shall be equal to a 50% discount to  the average of the five  lowest trading prices during the previous twenty trading days prior to the date of the notice of conversion from the lender.
 
On September 28, 2017 the Company and CubeSquare amended Note 1 to extend the maturity date from September 1, 2017 to September 1, 2018 and on September 9, 2018, the Company further amended Note 1 to extend the maturity date to September 1, 2019, under the same terms and conditions.
12

QRONS INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
For six months ended June 30, 2019 and 2018
 
Note 4 – Convertible Note – Related Party and Derivative Liabilities (continued)
 
On September 27, 2017, the Company entered into a second convertible debenture agreement with CubeSquare under which the Company received proceeds of $15,000 (Note 2). Note 2 bears interest at 8% per annum and is due on September 27, 2018. Interest shall accrue from September 27, 2017 and shall be payable on maturity.   Any portion of the principal and unpaid interest under the note is convertible at any time at the option of CubeSquare into shares of common stock of the Company at a conversion price equal to a 50% discount to the average of the five lowest trading prices during the previous twenty trading days prior to the date of the notice of conversion from CubeSquare. On September 9, 2018, Note 2 was amended to extend the maturity date until September 27, 2019.
 
The Company analyzed the amendment to Note 1 and Note 2 under ASC 815-10-15-83 and concluded that these two convertible debentures meet the definition of a derivative. We estimated the fair value of the derivative on the inception dates, and subsequently, using the Black-Scholes valuation technique, adjusted for the effect of dilution, because that technique embodies all of the assumptions (including, volatility, expected terms, and risk-free rates) that are necessary to fair value complex derivate instruments.
  
The carrying value of these convertible notes is as follows:
 
 
 
June 30,
2019
   
December 31,
2018
 
Face value of certain convertible notes
 
$
25,000
   
$
25,000
 
Less: unamortized discount
   
-
     
-
 
Carrying value
 
$
25,000
   
$
25,000
 
 
As a result of the application of ASC No. 815 in the periods ended June 30, 2019 and December 31, 2018 the fair value of the conversion feature is summarized as follows:
 
Balance at December 31, 2017
 
 $
31,090
 
Derivative addition associated with convertible notes
 
 
-
 
Change in fair value
 
 
5,737
 
Balance at December 31, 2018
 
 
36,827
 
Change in fair value
 
 
14,457
 
Balance at June 30, 2019
 
$
51,284
 
 
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 June 30, 2019 and commitment date:
 
 
 
Commitment Date
 
 
June 30, 2019
 
 
December 31, 2018
 
Expected dividends
 
0
 
 
0
 
 
0
 
Expected volatility
101% ~103%
 
172.95% ~ 208.56%
 
64% ~ 65%
 
Expected term
0.92 ~ 1 year
 
0.17 ~0.24 year
 
0.67 ~0.74 year
 
Risk free interest rate
 
1.33%
 
 
2.12%
 
2.60%
 

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.
13

QRONS INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
For six months ended June 30, 2019 and 2018
 
Note 6 – 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 Note bears interest at the rate of 8% per annum and is due and payable by the Company upon demand from CubeSquare.

Note 7 – License and Research Funding Agreements
 
On December 14, 2016, the Company entered into the License Agreement with Ariel under which the Company paid Ariel $100,000 to fund research for 12 months (with an option to extend such research financing and research period). In consideration therefore, the Company received an exclusive worldwide royalty-bearing license in Ariel patents and know-how to develop and commercialize products based on or incorporating coral-based conditioned medium for neuronal tissue regeneration and/or repair, resulting from Ariel's research or technology or the Company's research funding in accordance with milestones set forth in the Agreement.
 
In addition, upon the occurrence of an Exit Event (as defined in the License Agreement) of the Company or of any affiliate commercializing the products, the Company is obligated to issue to Ariel an immediately exercisable warrant for that number of shares equal to 4% of the issued and outstanding shares of the Company at the time of issuance.
 
The Company and Ariel entered into Addendum #1 to the License Agreement, effective December 13, 2017 (the "Addendum") pursuant to which Ariel was permitted to exercise a portion of the warrant granted pursuant to the License Agreement. On December 13, 2017, the Company issued 119,950 shares of common stock to Ariel, representing 1% of the issued and outstanding shares of the Company on such date, and valued at $335,860. The right to the balance of the shares subject to the warrant remains subject to the terms of the License Agreement and the occurrence of an Exit Event (as described in the License Agreement). In addition, the Addendum provides that Ariel may not request a demand registration until the balance of the shares subject to the warrant is exercised.
 
In addition to the other payments, the Company will pay Ariel upon the occurrence of the following milestone events, additional payments which shall be due within 6 months of completion of the milestone:
 
-
 Upon successful clinical FDA Phase II completion - $130,000; and
 
-
 Upon successful clinical FDA Phase III completion - $390,000
 
Upon successful development and commercialization and in recognition of the rights and licenses granted to the Company pursuant to the License Agreement, the Company will be subject to certain royalty payments as specified in the License Agreement.

In lieu of extending the research financing and research period under the License Agreement with Ariel beyond the initial 12 months, on December 14, 2017, the Company entered into the Services Agreement pursuant to which a team at Ariel University under the direction of Professor Danny Baranes will conduct molecular biology research activities involving the testing of scaffold materials for the Company. As compensation for such services, the Company paid Ariel (i) $17,250 on December 19, 2017 and an additional $17,250 on April 26, 2018.  On April 12, 2018, the Services Agreement was amended to provide for the payment by the Company of an additional monthly fee, commencing March 2018, of up to 8,000 Israeli shekels as compensation for additional costs which the Company may request.
14

QRONS INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
For six months ended June 30, 2019 and 2018
 
Note 7 – License and Research Funding Agreements (continued)

On March 6, 2018, the Company entered into an additional service agreement with Ariel for the services of Professor Gadi Turgeman and his neurobiology research team in their lab pursuant to which the Company paid Ariel $20,580 on each of March 19, 2018 and August 22, 2018. 
 
On December 12, 2018, the Company further amended the Services Agreement (the "Second Amendment") with Ariel to extend the term thereof for an additional twelve-month period until December 14, 2019. The Second Amendment also provides that the Company pay Ariel $17,250 within 30 days of the date of the Amendment and an additional $17,250 on or before May 1, 2019. All other terms and conditions of the Services Agreement not amended remain in effect.
 
On July 12, 2018, the Company entered into the Sponsored Research Agreement with Dartmouth pursuant to which the Company will support and fund the cost of research conducted by Dartmouth of mutual interest to the parties in accordance with the Agreement.  Intellectual property invented or developed solely by a party shall be owned by such party and intellectual property jointly invented or developed shall be jointly owned.  Dartmouth shall retain an irrevocable worldwide right to use intellectual property owned by it resulting from its research under the Agreement on a non-exclusive royalty-free basis for research and education purposes. The Agreement may be terminated earlier than one year upon written agreement of the parties, a material breach which is not cured within 30 days of notice thereof, if Professor Ke no longer conducts the research under the Agreement and a successor acceptable to both parties is not available, or in the event of an unauthorized assignment of the Company's rights and obligations under the Agreement. The parties are in the process of preparing an extension to the Agreement, which expired on July 14, 2019, while continuing to advance the research.
 
Note 8 – Commitments
 
(1)  
Service Agreement with Ariel Scientific Innovations Ltd.
 
On December 14, 2017, the Company entered into the Services Agreement pursuant to which a team at Ariel under the direction of Prof. Danny Baranes will conduct molecular biology research activities involving the testing of implant materials for the Company. As compensation for the services provided, the Company will pay Ariel (i) $17,250 within five business days of the execution of the Services Agreement, and (ii) $17,250 by May 1, 2018.
 
The Services Agreement may be terminated by the non-breaching party upon a material breach that is not cured within 30 days or by the Company upon thirty days' prior written notice to Ariel. Ariel must keep confidential information of the Company confidential for five years after the term of the Services Agreement.
 
During the year ended December 31, 2017, $17,250 was paid and on April 26, 2018, the remaining installment of $17,250 was paid.

On April 12, 2018, the Services Agreement was amended to provide for the payment by the Company of an additional monthly fee, commencing March 2018, of up to $2,200 (8,000 Israeli shekels) as compensation for additional costs which the Company may request. During the year ended December 31, 2018, the Company paid $16,935 for these additional costs.

On December 12, 2018, the Company further amended the Services Agreement with Ariel (the "Second Amendment") to extend the term thereof for an additional twelve-month period until December 14, 2019. The Second Amendment also provides that the Company pay Ariel $17,250 within 30 days of the date of the Amendment and an additional $17,250 on or before May 1, 2019. All other terms and conditions of the Services Agreement not amended remain in effect.
15

QRONS INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
For six months ended June 30, 2019 and 2018
 
Note 8 – Commitments (continued)
  
(1)  
Service Agreement with Ariel Scientific Innovations Ltd. (continued)
 
During the six months ended June 30, 2019 and 2018, $17,968 and $17,250 were expensed, respectively, and the remaining $15,813 (December 31, 2018 - $16,531), which amount is reflected on the Company's balance sheets as prepaid expenses, will be expensed in a subsequent period.

(2)  
Service Agreement with Ariel - Dr. Gadi Turgeman
 
On March 6, 2018, the Company entered into a service agreement for the services of Professor Gadi Turgeman and his neurobiology research team in their lab. As compensation for the services provided, the Company paid Ariel $20,580 on each of March 19, 2018 and August 22, 2018.
 
The Services Agreement may be terminated by the non-breaching party upon a material breach that is not cured within 30 days or by the Company upon thirty days' prior written notice to Ariel. Ariel must keep confidential information of the Company confidential for six years after the term of the Services Agreement.

On April 11, 2019, the Company amended its services agreement (the "First Amendment") with Ariel which it entered into on March 6, 2018, to extend the term thereof for an additional twelve months until March 6, 2020.  Pursuant to the First Amendment, the Company will pay Ariel an aggregate of $41,160 in quarterly payments of $10,290 on each of April 11, 2019, June 1, 2019, September 1, 2019 and December 1, 2019 for the services of Professor Gadi Turgeman and his neurobiology research team and the use of his lab.

During the six months ended June 30, 2019 and 2018, $17,150 and $13,720 were expensed, respectively, and the remaining $0 (December 31, 2018 - $6,860), which amount is reflected on the Company's balance sheets as prepaid expenses, will be expensed in a subsequent period.
 
(3)  
Science Advisory Board Member Consulting Agreements (the "Agreements")
 
As part of its ongoing program of research and development, the Company has retained distinguished scientists and other qualified individuals to advise the Company with respect to its technology and business strategy and to assist it in the research, development and analysis of the Company's technology and products. In furtherance thereof, the Company has retained certain Advisors as members of its Scientific Advisory Board as described below, and the Company and Advisors have entered into agreements with the following terms and conditions:

¾
Scientific Advisory Board and Consulting Services - Advisor shall provide general consulting services to Company (the "Services") as a member of its Scientific Advisory Board ("SAB"). As a member of the SAB, Advisor agrees to provide the Services as follows: (a) attending meetings of the Company's SAB; (b) performing the duties of a SAB member at such meetings, as established from time to time by the mutual agreement of the Company and the SAB members, including without limitation meeting with Company employees, consultants and other SAB members, reviewing goals of the Company and assisting in developing strategies for achieving such goals, and providing advice, support, theories, techniques and improvements in the Company's scientific research and product development activities; and (c) providing consulting services to Company at its request, including a reasonable amount of informal consultation over the telephone or otherwise as requested by Company. Advisor's consultation with Company will involve services as scientific, technical and business advisor to the Company and its management with respect to neuronal injuries and neuro degenerative diseases.   

¾
SAB Consulting Compensation - the Company shall grant to Advisor the option to purchase certain number of shares of the common stock of the Company as per the stock option award grant. The options are subject to terms and provisions of the Company's 2016 Stock Option and Stock Award Plan.
 
On November 15, 2017, the Company entered into Agreements with three Advisors under the terms of which two Advisors are granted an option to purchase 20,000 shares of common stock and one Advisor was granted an option to purchase 30,000 shares of common stock under the 2016 Stock Option and Award Plan subject to certain vesting terms.
 
16

QRONS INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
For six months ended June 30, 2019 and 2018

 Note 8 – Commitments (continued)
 
On April 16, 2018, the Company entered into a one-year advisory board member consulting agreement with an assistant Professor of Chemistry at Dartmouth College to serve on the Company's Scientific Advisory Board. In consideration for serving on the Scientific Advisory Board, the Company granted an option to purchase 30,000 shares of its common stock under certain vesting terms to the assistant Professor.
 
On August 15, 2018, the Company entered into an Agreement with an Advisor under the terms of which the Company granted an option to purchase 20,000 shares of common stock under the 2016 Stock Option and Award Plan subject to certain vesting terms.

(4)  
Business Advisory Board Agreement
 
On January 23, 2018, the Company entered into a one-year advisory board member consulting agreement with Pavel Hilman, the controlling shareholder of Conventus Holdings SA, a BVI corporation ("Conventus"), under which Mr. Hilman will serve on the Company's Advisory Board as a business advisor. The Advisory Board Agreement will automatically renew for up to two additional one-year periods, unless earlier terminated by either party upon 30 days' prior written notice to the other party. In consideration for serving on the Advisory Board, the Company awarded 10,000 shares of its common stock to Mr. Hilman under its 2016 Stock Option and Stock Award Plan. On January 28, 2019, the Company issued 30,000 shares of common stock to Pavel Hilman for his continuing service on the Company's Advisory Board.
 
 (5)  
 Investor Relations Agreement
 
On April 23, 2018, the Company entered into a six-month investor relations agreement with an investor relations firm for a monthly consulting fee of $5,000 and the issuance of 75,000 shares of common stock payable on signing the agreement. On June 23, 2018, the Company gave notice of rescission of the agreement to such firm and requested the return of the consulting fee paid and the 75,000 shares of common stock. As a result, the Company has not recorded any fees for services rendered past June 23, 2018.  A total of $10,000 representing April 2018 and May 2018 monthly consulting fees is reflected in the statement of operations and a total of $150,000, the fair market value of the issued shares, was expensed on issue. As at the date of this report no fees or shares have been recovered.
 
 (6)  
 Sponsored Research Agreement
 
On July 12, 2018, the Company entered into a one-year Sponsored Research Agreement with Dartmouth pursuant to which the Company will support and fund the cost of research conducted by Dartmouth of mutual interest to the parties in accordance with the Agreement.  Intellectual property invented or developed solely by a party shall be owned by such party and intellectual property jointly invented or developed shall be jointly owned.  Dartmouth shall retain an irrevocable worldwide right to use intellectual property owned by it resulting from its research under the Agreement on a non-exclusive royalty-free basis for research and education purposes. The Company funded $36,293 on August 20, 2018 and funded an additional $18,147 on December 17, 2018 and funded an additional $18,146 on June 20, 2019. The parties are in the process of preparing an extension to the Agreement, which expired on July 14, 2019, while continuing to advance the research.
The Agreement may be terminated earlier than one year upon written agreement of the parties, a material breach which is not cured within 30 days of notice thereof, if Professor Ke no longer conducts the research under the Agreement and a successor acceptable to both parties is not available, or in the event of an unauthorized assignment of the Company's rights and obligations under the Agreement.

During the six months ended June 30, 2019 and 2018, $36,293 and $0 were expensed, respectively, and the remaining $9,073 (December 31, 2018 - $27,220), which amount is reflected on the Company's balance sheets as prepaid expenses, will be expensed in a subsequent period.
17

QRONS INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
For six months ended June 30, 2019 and 2018

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 Administrator of the Plan appointed by the Company's Board of Directors (the "Board"), or in the absence of an Administrator, by the Board. The Company has reserved 10 million shares for issuance under the Plan. 
 
Stock Awards:
 
On December 14, 2016, the Board awarded to each of Prof. Danny Baranes, a Science Advisor and Dr. Liat Hammer, a former Science Advisor, a total of 440,000 shares of common stock of which 150,000 shares vested on December 14, 2016 and 145,000 shares vested on December 14, 2017. The balance of 145,000 shares did not vest as the nature of such services in such capacities were no longer provided to the Company.
 
The value of the vested awards had been recorded as research and development expenses in the respective periods.  A total of 290,000 stock awards did not vest during the fourth quarter of fiscal 2018.
 
On January 23, 2018, the Company awarded 10,000 shares of its common stock to Mr. Hilman under its 2016 Stock Option and Stock Award Plan, which shares were fully vested and recorded as advisory services on issuance.  On January 28, 2019, the Company issued 30,000 shares of common stock to Pavel Hilman for his continuing service on the Company's Board of Advisors.
 
 
June 30,
 
June 30,
 
 
2019
 
2018
 
Number of shares vested in period
 
30,000
   
85,000
 
Weighted average fair market value per share
$
1.25
 
$
2.13
 
Stock based compensation recognized
$
37,500
 
$
178,000
 
 
Stock Options:
 
(a)  
Stock Options granted to Science Advisors:
 
On November 15, 2017, under the 2016 Stock Option and Award Plan, the Board awarded two of its Science Advisors the following three-year stock options: (i) an immediately exercisable option to purchase 6,667 shares of common stock at an exercise price of $2.00 per share, (ii) an option to purchase 6,667 shares of common stock exercisable on November 15, 2018 at an exercise price of $2.00 per share and (iii) an option to purchase 6,666 shares of common stock exercisable on November 15, 2019 at an exercise price of $2.00 per share, provided the advisors are still providing services to the Company.
 
On November 15, 2017, under the 2016 Stock Option and Award Plan, the Board awarded a Science Advisor, the following three-year stock options: (i) an option to purchase 15,000 shares of common stock, exercisable on November 15, 2018 at an exercise price of $0.40 per share and (ii) an option to purchase 15,000 shares of common stock exercisable on November 15, 2019 at an exercise price of $0.40 per share, provided the advisor is still providing services to the Company.
 
18

QRONS INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
For six months ended June 30, 2019 and 2018
 
Note 9 – Stock Plan (continued)
 
Stock Options: (continued)

(a)  
Stock Options granted to Science Advisors: (continued)

On April 16, 2018, under the 2016 Stock Option and Award Plan, the Board awarded a Science Advisor, the following three-year stock options: (i) an option to purchase 10,000 shares of common stock, exercisable on April 16, 2018 at an exercise price of $2.00 per share (ii) an option to purchase 10,000 shares of common stock exercisable on April 16, 2019 at an exercise price of $2.00 per share, and (iii) an option to purchase 10,000 shares of common stock exercisable on April 16, 2020 at an exercise price of $2.00 per share, provided the advisor is still providing services to the Company. 
 
On August 15, 2018, under the 2016 Stock Option and Award Plan, the Board awarded a Science Advisor, the following three-year stock options: (i) an option to purchase 6,667 shares of common stock, exercisable on August 15, 2018 at an exercise price of $2.00 per share (ii) an option to purchase 6,667 shares of common stock exercisable on August 15, 2019 at an exercise price of $2.00 per share, and (iii) an option to purchase 6,666 shares of common stock exercisable on August 15, 2020 at an exercise price of $2.00 per share, provided the advisor is still providing services to the Company.  
 
(b)  
Stock Options granted to Employees:
 
On December 10, 2018, under the 2016 Stock Option and Award Plan, the Board granted an immediately exercisable five-year option to purchase an aggregate of 145,000 shares of common stock at an exercise price of $2.00 per share to an employee of the Company for services provided to the Company as a "replacement award" for the same number of shares which did not vest as described in Note 7-Stock Awards. Applying the accounting guidance contained in ASC 718-20 the issuance of the stock option and concurrent cancelation of a stock award of the same number of shares is considered a "replacement award" and the Company has determined and expensed the incremental cost of the replacement award in the amount of $54,840.
 
On December 10, 2018, under the 2016 Stock Option and Award Plan, the Board awarded an employee the following three-year stock options: (i) an option to purchase 33,334 shares of common stock, exercisable on December 10, 2018 at an exercise price of $2.00 per share (ii) an option to purchase 33,333 shares of common stock exercisable on December 10, 2019 at an exercise price of $2.00 per share, and (iii) an option to purchase 33,333 shares of common stock exercisable on December 10, 2020 at an exercise price of $2.00 per share, provided the advisor is still providing services to the Company. 

The following table is the recognized compensation in respect of the above stock option compensation ((a) and (b)) which amount has been allocated as research and development expenses:

 
Three Months ended
 
Six Months ended
 
 
June 30,
 
June 30,
 
 
2019
 
2018
 
2019
 
2018
 
 
               
Research and development expenses
$
42,491
 
$
46,763
 
$
87,933
 
$
74,738
 

As of June 30, 2019, total unrecognized compensation remaining to be recognized in future periods totaled $110,156.


19

QRONS INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
For six months ended June 30, 2019 and 2018

Note 9 – Stock Plan (continued)
  
(c)  
Stock Options granted to Officers:
 
On December 4, 2017, the Board granted five-year options to each of its two officers for the purchase of 300,000 shares of the common stock of the Company. The options have an exercise price of $2.00 and vest and become exercisable on December 4, 2018.
 
On December 10, 2018, the Board granted five-year options to each of its two officers for the purchase of 325,000 shares of the common stock of the Company. The options have an exercise price of $2.00 and are immediately exercisable.

The following table is the recognized compensation in respect of the above stock option compensation, which amount has been allocated as general and administrative expenses:

 
Three Months ended
 
Six Months ended
 
 
June 30,
 
June 30,
 
 
2019
 
2018
 
2019
 
2018
 
 
               
General and administrative expenses
$
0
 
$
353,430
 
$
0
 
$
706,860
 

As of June 30, 2019 total unrecognized compensation remaining to be recognized in future periods totaled $0. 

The fair value of each option award referenced 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
 
114.69 ~ 126.34%
 
Risk-free interest rate
 
1.79% ~ 2.68%
 
Expected life (years)
 
3 ~ 5
 
Stock Price
 
$
2.00 ~ 2.80
 
Exercise Price
 
$
0.40 ~ 2.00
 
  
A summary of the activity for the Company's stock options for the periods ended June 30, 2019 and December 31, 2018, is as follows:
 
 
 
June 30, 2019
   
December 31, 2018
 
 
       
Weighted Average
         
Weighted Average
 
 
 
Shares
   
Exercise Price
   
Shares
   
Exercise Price
 
Outstanding, beginning of period
   
1,615,000
   
$
1.97
     
670,000
   
$
1.93
 
Granted
   
-
   
$
-
     
945,000
   
$
2.00
 
Exercised
   
-
   
$
-
     
-
   
$
-
 
Canceled
   
-
   
$
-
     
-
   
$
-
 
Outstanding, end of period
   
1,615,000
   
$
1.97
     
1,615,000
   
$
1.97
 
Options exercisable, end of period
   
1,496,670
   
$
1.98
     
1,486,670
   
$
1.98
 
Options expected to vest, end of period
   
118,330
   
$
1.80
     
128,330
   
$
1.81
 
Weighted average fair value of options granted
         
$
1.94
           
$
2.19
 
20

QRONS INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
For six months ended June 30, 2019 and 2018
 
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 was a total of 2,000 shares of Series A Preferred Stock issued and outstanding as of June 30, 2019 and December 31, 2018.

Common Stock
 
Common Stock issuances during the six months ended June 30, 2019

During the six months ended June 30, 2019, the Company sold an aggregate of 65,000 shares of its common stock to investors and received aggregate proceeds of $65,000 pursuant to subscription agreements in private offerings. The proceeds will be used for research and general corporate purposes.

On January 28, 2019, the Company issued 30,000 shares for advisory services (Note 9(4)). The shares were valued at fair market value on the date of issuance for a total of $37,500 or $1.25 per share.

There was a total of 12,967,309 and 12,872,309 shares of common stock issued and outstanding as of June 30, 2019 and December 31, 2018, respectively.
 
Share Purchase Warrants
 
In accordance with authoritative accounting guidance, the fair value of the aforementioned warrants was calculated using the Black-Scholes option-pricing model with the following assumptions at the measurement date(s):
 
 
 
Measurement date
 
Dividend yield
 
 
0%
 
Expected volatility
 
97.90~119.33%
 
Risk-free interest rate
 
1.47~1.60%
 
Expected life (years)
 
2.71~2.92
 
Stock Price
 
$
0.25
 
Exercise Price
 
$
0.40
 

21

QRONS INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
For six months ended June 30, 2019 and 2018
 
Note 10 – Capital Stock (continued)

Share Purchase Warrants (continued)

As of June 30, 2019, and December 31, 2018, the following common stock purchase warrants were outstanding:
 
 
 
Warrants (1)
 
Weighted Average Exercise Price
 
Outstanding – December 31, 2017
   
54,000
   
0.40
 
Granted
   
-
   
-
 
Forfeited/Canceled
   
-
   
-
 
Exercised
   
(2,000)
(2)   
0.40
 
Outstanding – December 31, 2018
   
52,000
   
0.40
 
Granted
   
-
   
-
 
Forfeited/Canceled
   
-
   
-
 
Exercised
   
-
   
-
 
Outstanding – June 30, 2019
   
52,000
 
$
0.40
 
 
(1) Each two shares of common stock purchased under the private placement provides for one warrant to acquire an additional share of common stock together with the payment of $0.40.
 
(2) During the year ended December 31, 2018, investors exercised warrants to purchase an aggregate of 2,000 shares of common stock and received 1,715 shares for exercises on a cashless basis.

The weighted average remaining contractual term is 0.5 years.
 
Note 11 – Other Events
 
On March 15, 2019 the Company relocated its principal executive office from Miami, Florida to 50 Battery Place, #7T, New York, New York 10280. Jonah Meer, the Company's Chief Executive Officer and a director, provides the use of this office space at no cost.

Note 12 – Subsequent Events

On June 25, 2019, the Company entered into a term sheet ("Term Sheet") with John N. Bonfiglio, PhD ("Bonfiglio") pursuant to which Dr. Bonfiglio will serve as the Company's chief operating officer, effective July 1, 2019. As compensation therefor,  Dr. Bonfiglio was granted (i) 50,000 shares of common stock of the Company, 37,500 of which shares  vested upon issuance on July 1, 2019 and 12,500 of which shares will vest on the earlier of (i) January 1, 2020 and (ii) the date the Company raises equity capital of $500,000 as described in the Term Sheet, provided Dr. Bonfiglio is in the employ of the Company on such date. The Term Sheet also provides for the grant of a stock option to purchase 100,000 shares of common stock at an exercise price of $2.00 per share, 50,000 of which shares will vest upon grant and 25,000 shares will vest on each of July 1, 2020 and July 1, 2021, provided Dr. Bonfiglio is in the employ of the Company on such dates and further provided that if the Company raises equity capital of $1.5 million before December 31, 2019, unvested shares subject to the option will immediately vest and become exercisable, so long as Dr. Bonfiglio is in the Company's employ on such date.
22

QRONS INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
For six months ended June 30, 2019 and 2018
 
Note 12 – Subsequent Events (continued)

If the Company raises equity capital of $1.5 million by April 1, 2020, Dr. Bonfiglio will be appointed to the Company's board of directors.

In addition, Dr. Bonfiglio will be entitled to a salary of $12,000 per month which will be deferred and payable at the rate of 5% of equity capital raised by the Company up to $12,000 per month as described in the Term Sheet.

The Term Sheet may be terminated by either party if by October 31, 2019, the Company has not raised equity capital of $750,000 and thereafter by either party upon 30 days' prior notice. The Company may also terminate the Term Sheet for willful misconduct.
 
On August 1, 2019, the Company received $50,000 from Jonah Meer, its Chief Executive Officer, in the form of an unsecured, demand, short term advance to help meet its operating needs.

On August 8, 2019, the Company entered into a six-month services agreement with PCG Advisory, Inc. ("PCG") under which PCG will provide investor relations and capital market advisory services to the Company. In consideration therefor, the Company will pay PCG a monthly cash fee of $5,000 ($2,500 of which will be deferred until the Company raises at least $300,000 in a financing) and issued 50,000 shares of its common stock upon execution of the agreement. After the initial six-month term, the agreement will automatically renew on a month-to-month basis unless either party notifies the other of its desire to terminate the agreement or by the Company if PCG fails to comply with securities laws, makes an untrue statement of material facts or omits to state any material fact in connection with an investment in the Company or breaches a representation, warranty or covenant in the agreement.

The Company's common stock was upgraded from the Pink Market and commenced trading on the OTCQB Venture Market on August 12, 2019. The common stock will continue to be traded under the symbol "QRON".
The Company has evaluated subsequent events from June 30, 2019 through the date these financial statements were issued and determined there are no additional events requiring disclosure.

23

 
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

This Quarterly Report on Report 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 Post-Effective Amendment No. 1 to our Registration Statement on Form S-1, as filed with the Securities and Exchange Commission (the "SEC") on March 15, 2018, 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 financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP").

The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited condensed financial statements for the three months ended June 30, 2019 and the notes thereto appearing elsewhere in this Report and the Company's audited financial statements for the fiscal year ended December 31, 2018, as filed with the SEC in its Annual Report on Form 10-K on March 25, 2019, along with the accompanying notes. As used in this Quarterly Report, the terms "we", "us", "our", and the "Company" means BioLabMart Inc. prior to August 8, 2017 and Qrons Inc. since August 8, 2017.

Overview

The Company was incorporated under the laws of the State of Wyoming on August 22, 2016 as BioLabMart Inc. and changed its name to Qrons Inc. on August 8, 2017.

The Company is a preclinical stage biotechnology company developing advanced stem cell synthetic hydrogel-based solutions to combat neuronal injuries and achieve a breakthrough in the treatment of traumatic brain injuries ("TBIs") for both concussions and penetrating injuries, an unmet medical need. We believe that our approach is pushing the boundaries of science by using the latest advances in molecular biology and chemistry. The Company collaborates with universities and scientists in the fields of regenerative medicine, tissue engineering and 3D printable hydrogels to develop a treatment that integrates proprietary, engineered mesenchymal stem cells, 3D printable implant, smart materials and a novel delivery system.

To date, the Company has two product candidates for treating TBIs, both integrating proprietary, modified mesenchymal stem cells ("MSCs") and smart synthetic material. QS100TM is an injury specific, 3D printable, implantable MSCs-synthetic hydrogel, to treat penetrating brain injuries and QS200TM is an injectable MSCs-synthetic hydrogel for the treatment of diffused injuries commonly referred to as concussions.

As described below, while continuing research under the Company's sponsored research agreement (the "Sponsored Research Agreement") with the Trustees of Dartmouth College ("Dartmouth") to develop innovative 3D printable, biocompatible advanced materials, the Company is currently engaged in discussions with Dartmouth to finalize terms of a worldwide, royalty bearing, exclusive license for such 3D printable materials in the field of human and animal health. In addition, the Company is engaged in laboratory research relating to neuronal tissue regeneration and/or repair in Israel in connection with service agreements with Ariel University R&D Co., Ltd., now known as Ariel Scientific Innovations Ltd., a wholly owned subsidiary of Ariel University, in Ariel, Israel ("Ariel").

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. Effective July 1, 2019, the Company appointed John N. Bonfiglio as its Chief Operating Officer.  We currently outsource all professional services to third parties in an effort to maintain lower operational costs.
24


Messrs. Meer and Merfeld, as the holders of the Company's issued and outstanding shares of the Company's Class A Preferred Stock, collectively have 66 2/3% of the voting rights of the Company. Acting together, they will be able to influence the outcome of all corporate actions requiring approval of our stockholders.

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. On July 6, 2017, the Company's board of directors and shareholders approved an amendment to its Articles of Incorporation changing the name of the Company from "BioLabMart Inc." to "Qrons Inc. The Secretary of State of the State of Wyoming approved such name change, effective August 8, 2017.   FINRA announced the Company's name change to Qrons Inc. on its Daily List on August 9, 2017. The new name and symbol, "QRON", became effective on August 10, 2017.

The Company's common stock was upgraded from the Pink Market and commenced trading on the OTCQB Venture Market on August 12, 2019. The common stock will continue to be traded under the symbol "QRON".
 
Option Agreement with Dartmouth

On October 17, 2017, the Company entered into an option agreement (the "Option Agreement") with Dartmouth which provides for, among other things, the grant to the Company of a one-year exclusive option to negotiate a worldwide, royalty bearing, exclusive license with Dartmouth for 3D printable materials in the field of human and animal health. During the option period, the Company agreed to use all commercially reasonable resources to evaluate the intellectual property and provide quarterly milestone reports and a commercialization plan upon exercise of the option. Pursuant to the Option Agreement, the Company agreed to finance the prosecution of patents by Dartmouth to protect its intellectual property.  Further, the Agreement provides for the payment by the Company of an option fee and certain license fees and royalty payments based upon the Company's product sales, as part of a final negotiated license agreement. The Company exercised its option on March 26, 2018 to negotiate definitive license terms, as it continues further evaluation and research. The Company and Dartmouth are engaged in discussions to finalize terms of the license. Presently the parties are awaiting certain required insurance approvals prior to concluding the license terms.

Sponsored Research Agreement with Dartmouth

On July 12, 2018, the Company entered into a one-year Sponsored Research Agreement with Dartmouth pursuant to which the Company will fund research conducted by Dartmouth of mutual interest to the parties in accordance with the Agreement. Intellectual property invented or developed solely by a party shall be owned by such party and intellectual property jointly invented or developed shall be jointly owned. Dartmouth shall retain an irrevocable worldwide right to use intellectual property owned by it resulting from its research under the Sponsored Research Agreement on a non-exclusive royalty-free basis for research and education purposes.

If either party desires to obtain patent and copyright protection for intellectual property created under the Sponsored Research Agreement, such party shall notify the other party and the parties shall agree upon intellectual property protection strategy and cost allocation. Each party shall have the right to grant licenses under jointly-owned patents to third parties, subject to the Company's option to the exclusive right to license Dartmouth intellectual property and/or Dartmouth's ownership in jointly-owned intellectual property upon notification to Dartmouth in accordance with the terms of the Agreement and at the Company's cost. If the Company exercises its option to license intellectual property, Dartmouth shall negotiate exclusively with the Company for 180 days (or such additional period as agreed upon by the parties) for such licenses. The Company will be required to reimburse Dartmouth for the costs of patent prosecution and maintenance in the United States and any foreign country and demonstrate reasonable efforts to commercialize the technology.

The Sponsored Research Agreement may be terminated earlier than one year upon written agreement of the parties, a material breach which is not cured within 30 days of notice thereof, if Professor Ke no longer conducts the research under the Agreement and a successor acceptable to both parties is not available, or in the event of an unauthorized assignment of the Company's rights and obligations under the Agreement. The parties are in the process of preparing an extension to the agreement, which expired on July 14, 2019, while continuing to advance the research.
25


License Agreement with Ariel

On December 14, 2016, the Company entered into a license and research funding agreement (the "License Agreement") with Ariel under which the Company paid Ariel $100,000 to fund research for 12 months (with an option to extend such research financing and research period). In consideration therefor, the Company received an exclusive worldwide royalty-bearing license in Ariel patents and know-how to develop and commercialize products based on or incorporating coral-based conditioned medium for neuronal tissue regeneration and/or repair, resulting from Ariel's research or technology or the Company's research funding in accordance with milestones set forth in the Agreement.

The License Agreement provides that the Company make royalty payments of 4% of net sales (which may be increased if any patent is challenged by the Company or its affiliates or decreased if there is a valid patent claim) within 30 days of each calendar quarter for the later of (i) 15 years from the date of the first sale in a country and (ii) until the last to expire of Ariel's patents in a country. The Company may provide a sublicense for cash in a bonafide arm's length transaction. The Company agreed to pay Ariel 15% of any consideration received by the Company in connection with any such sublicense (except royalties on net sales) within 30 days of receipt. The Company is also required to make milestone payments of (i) $130,000 upon the successful completion of clinical U.S. Food and Drug Administration ("FDA") Phase II trials and (ii) $390,000 upon the successful completion of clinical FDA Phase III trials, within 6 months of completion. Any late payments under the License Agreement will bear interest at 3% plus LIBOR.

Patent expenses incurred by Ariel under the License Agreement will be reimbursed by the Company. Any infringement action instituted by a party to the License Agreement that results in a recovery in excess of such party's expenses will belong 85% to the party bringing such action and 15% to the other party.

Under the License Agreement, at the Company's discretion, Ariel will transfer its technology to the Company upon the earliest to occur of (i) a successful Phase II FDA trial of a product developed under the Agreement; (ii) the acquisition of the Company by a third party of at least 45% of the share capital of the Company in a bonafide transaction valued at least at $100 million and the assumption of the License Agreement by such third party, or (iii) Ariel's written consent.

The License Agreement provides that each of the Company and Ariel are required to keep the other party's proprietary information confidential for the longer of (i) the term of the License Agreement and seven years from the date of disclosure. The License Agreement shall continue in effect until all of the Company's payment obligations under the Agreement have been made. After the expiration of the License Agreement, the Company will have a non-exclusive worldwide license to the Ariel technology. The Company can terminate the License Agreement for any reason upon 60 days prior written notice in which event Ariel will be required to reimburse the Company for any unused research funds. The License Agreement will terminate upon a material breach of either party that is not cured in 30 days from notice thereof, or by bankruptcy, dissolution, liquidation or the discontinuance of business. Ariel may immediately terminate the License Agreement upon a challenge to its patent validity by the Company or an affiliate of the Company. Without Ariel's prior written consent, the Company may not assign the License Agreement except to an affiliate or to a successor entity in a merger or acquisition provided the assignee assumes the License Agreement obligations.

Upon the earliest occurrence of (i) an underwritten public offering with proceeds of at least $25 million, (ii) the consolidation, merger or reorganization, or (iii) the sale of all or substantially all of its shares or assets of the Company or its affiliates, the Company is required to issue to Ariel an immediately exercisable warrant for that number of shares equal to 4% of the issued and outstanding shares of the Company at the time of issuance (the "Ariel Warrant"). The License Agreement also provides that the Company register shares exercised pursuant to the warrant by Ariel within 6 months of a request by Ariel by either "piggyback" or a demand registration.

The Company and Ariel entered into Addendum #1, effective December 13, 2017 (the "Addendum") to the License Agreement pursuant to which Ariel was permitted to exercise a portion of the Ariel Warrant On December 13, 2017, the Company issued 119,950 shares of common stock to Ariel, representing 1% of the issued and outstanding shares of the Company on such date. The right to the balance of the shares subject to the Ariel Warrant remains subject to the terms of the License Agreement and the occurrence of an Exit Event (as described in the License Agreement). In addition, the Addendum provides that Ariel may not request a demand registration until the balance of the shares subject to the Ariel Warrant is exercised.

The issuance of shares upon exercise of the balance of the Ariel Warrant in the future will result in dilution to the interests of other stockholders.
26


Services Agreement with Ariel

In lieu of extending the research financing and research period under the License Agreement beyond the initial 12 months, on December 14, 2017, the Company entered into a 12-month services agreement with Ariel (the "Services Agreement") pursuant to which a team at Ariel University under the direction of Prof. Danny Baranes will conduct molecular biology research activities involving the testing of implant materials for the Company. If Prof. Baranes ceases to provide services, the Company must be notified and a replacement acceptable to the Company must be found within 30 days or the Company may terminate the Services Agreement. As compensation for such services, the Company paid Ariel (i) $17,250 on December 19, 2017 and (ii) $17,250 on April 26, 2018. On April 12, 2018, the Services Agreement was amended to provide for the payment by the Company of an additional monthly fee, commencing March 2018, of up to 8,000 Israeli shekels as compensation for additional costs which the Company may request.

The Services Agreement may be terminated by a non-breaching party upon a material breach that is not cured within 30 days by the other party. The Services Agreement may also be terminated by the Company upon thirty days' written notice to Ariel. Ariel must keep confidential information of the Company confidential for five years after the term of the Services Agreement.

On March 6, 2018, the Company entered into an additional services agreement with Ariel for the services of Professor Gadi Turgeman and his neurobiology research team in their lab pursuant to which the Company paid Ariel $20,580 on each of March 19, 2018 and August 22, 2018. On April 11, 2019, the services agreement was amended to extend the term for an additional twelve months until March 6, 2020 for an aggregate of $41,160 to be paid by the Company to Ariel in quarterly payments of $10,290 on each of April 11, 2019, June 1, 2019, September 1, 2019 and December 1, 2019.

Plan of Operations
 
We have not generated any revenue from the sales of products.

To date, we have identified two product candidates. We have completed an in-vivo efficacy experiment with QS100TM for treating penetrating brain injuries in an animal model that was successful in substantiating our theories and practices regarding cell regeneration. We have begun animal in-vivo efficacy experiments with QS200TM for treating concussions and other diffused axonal injuries. We are currently conducting an extensive animal proof of concept for our products which will include a product mix study.

In the next 12 months, we currently plan on completing development of our product candidates. This will require us to continue working with Dartmouth under the Sponsored Research Agreement in our development of innovative 3D printable biocompatible advanced materials and stem cell delivery techniques. At our research facilities located in Ariel's labs our Stem Cells Team will continue development of our proprietary, neuro-regenerative MSC lines. Upon completion of the development of our product candidates we will begin testing for efficacy. This will require us to establish an Efficacy Team, in preparation to reach clinical trials. Subject to sufficient resources, we also plan to expand our research and development, including engaging FDA experienced personnel, advisors and contract research organizations for an investigational new drug ("IND") application.

John N. Bonfiglio, PhD, has served as our Chief Operating Officer since July 1, 2019 to oversee and coordinate our IND activities in an effort to accelerate the IND process in preparation for human clinical trials.

As our research progresses, if and when we achieve functional supporting results, the Company intends to file for additional patents.

We will continue exploring sources of additional debt and equity financings as well as available grants.

There is substantial doubt that we can continue as an on-going business unless we obtain additional capital to pay our expenditures. We do not currently have sufficient resources to accomplish all of the conditions necessary for us to generate revenue.

RESULTS OF OPERATIONS

Three Months Ended June 30, 2019 and June 30, 2018

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.
27


Net Loss

Our net loss for the three months ended June 30, 2019 and 2018 is as follows:

 
 
For Three Months Ended
 
 
 
June 30,
 
 
 
2019
   
2018
 
 
           
Net sales
 
$
-
   
$
-
 
 
               
Operating expenses:
               
Research and development expenses
   
138,374
     
140,733
 
Professional fees
   
27,640
     
7,969
 
General and administrative expenses
   
33,143
     
534,555
 
Total operating expenses
   
199,157
     
683,257
 
                 
Income (loss) from operations
   
(199,157
)    
(683,257
)
 
               
Other income (expense)
               
Interest expense
   
(1,420
)
   
(6,933
)
Change in derivative liabilities
   
(17,006
)
   
1,547
 
Total other income (expense)
   
(18,426
)    
(5,386
)
 
               
Net (loss)
 
$
(217,583
)    
(688,643
)

Operating Expenses

Total operating expenses for the three months ended June 30, 2019 were $199,157 compared to total operating expenses of $683,257 for the three months ended June 30, 2018. During the three months ended June 30, 2019, the Company incurred $138,374 of research and development expenses which included payroll of $54,968, service fees related to certain research and development agreements of $63,006, fees associated with a sponsored research agreement of $18,146, legal and filing fees related to patents of $1,659, and purchases of expendable lab supplies and equipment of $595, compared $140,733 of research and development expenses which included payroll of $33,421, service fees related to certain research and development agreements of $72,588, patent consultation and filing fees of $14,880, other associated expenses of $2,061 and purchases of expendable lab supplies and equipment of $17,784. The Company incurred general and administrative expenses of $33,143 for the three months ended June 30, 2019 compared to general and administrative expenses of $534,525 for the three months ended June 30, 2018. The substantial decrease in general and administrative expense during the three months ended June 30, 2019 was primarily due to stock-based compensation costs of $353,430 related to the issuance of stock options to our officers, and $196,763 for stock awards and shares for services to members of our advisory board and investor relations consultants during the three months ended June 30, 2018, with no comparative expense during the three months ended June 30, 2019. Professional fees were $27,640 for the three months ended June 30, 2019, which included audit fees for the Company's financial statements for the year ended December 31, 2018 which were billed in the three months ended June 30, 2019, and an increase in legal fees as a result of certain tax advice received in the period compared to professional fees of $7,969 during the three months June 30, 2018.   Other expense in the three months ended June 30, 2019 was $18,426 and included a loss of $17,006 as a result of the change in value of our derivative liabilities and interest expense of $1,420. Other expense was $5,386 in the three months ended June 30, 2018, which represents interest expense related to the accretion of our convertible notes of $6,432, as well as accrued interest of $501, and a gain from the change in the value of derivative liabilities of $1,547.
 
We had a net loss of $217,583 in the three months ended June 30, 2019 compared to a net loss of $688,643 in the three months ended June 30, 2018.
28


Six Months Ended June 30, 2019 and June 30, 2018

Revenue

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

Net Loss

Our net loss for the six months ended June 30, 2019 and 2018 is as follows:

 
 
For Six Months Ended
 
 
 
June 30,
 
 
 
2019
   
2018
 
 
           
Net sales
 
$
-
   
$
-
 
 
               
Operating expenses:
               
Research and development expenses
   
303,528
     
210,117
 
Professional fees
   
43,226
     
29,149
 
General and administrative expenses
   
115,917
     
932,619
 
Total operating expenses
   
462,671
     
1,171,885
 
 
               
Income (loss) from operations
   
(462,671
)
   
(1,171,885
)
 
               
Other income (expense)
               
Interest expense
   
(1,916
)
   
(13,791
)
Change in derivative liabilities
   
(14,457
)
   
3,563
 
Total Other income (expense)
   
(16,373
)
   
(10,228
)
 
               
Net (loss)
 
$
(479,044
)
   
(1,182,113
)

Operating Expenses

Total operating expenses for the six months ended June 30, 2019 were $462,671 compared to total operating expenses of $1,171,885 for the six months ended June 30, 2018. During the six months ended June 30, 2019, the Company incurred $303,528 of research and development expenses which included payroll of $107,062, service fees related to certain research and development agreements of $123,050, fees associated with a sponsored research agreement of $36,293, legal and filing fees related to patents of $19,497, software fees of $1,374 and purchases of expendable lab supplies and equipment of $16,252, compared to research and development expenses of $210,117 which included payroll of $55,633, service fees related to certain research and development agreements of $112,818 patent consultation and filing fees of $20,856 and purchases of expendable lab supplies and equipment of $16,996 during the six months ended June 30, 2018. The Company incurred general and administrative expenses of $115,917 for the six months ended June 30, 2019 compared to general and administrative expenses of $932,619 for the six months ended June 30, 2018. The substantial decrease in general and administrative expense during the six months ended June 30, 2019 was primarily due to stock-based compensation costs of $706,860 related to the issuance of stock options to our officers, and $224,738 for stock awards and shares issued for services to members of our advisory board and investor relations consultants during the six months ended June 30, 2018, with no similar expense during the six months ended June 30, 2019. Professional fees were $43,226 for the six months ended June 30, 2019 compared to professional fees of $29,149 during the six months June 30, 2018. Other expense in the six months ended June 30, 2019 included a loss of $14,457 as a result of the change in value of our derivative liabilities and interest expense of $1,916. Other expense was $10,228 in the six months ended June 30, 12,794, which represents accrued interest of $997 and a gain from the change in the value of derivative liabilities of $3,563.
 
We had a net loss of $479,044 in the six months ended June 30, 2019 compared to a net loss of $1,182,113 in the six months ended June 30, 2018.

Liquidity and Capital Resources

As of June 30, 2019, we had cash of $66,705. 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 currently expect to incur increasing operating expenses. We will require substantial additional funds for operations, the service of debt and to fund our business objectives. We will have to continue to rely on equity and debt financing. There can be no assurance that financing, whether debt or equity, will always 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.
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The Company raised an aggregate of $281,000 between November 2, 2016 and January 27, 2017 from 37 accredited investors and an aggregate of $575,000 during 2018 from accredited investors in private placement offerings under Regulation D and Regulation S under the Securities Act of 1933, as amended, respectively. The Company raised an additional $65,000 from accredited investors in private offerings in 2019. Additionally, on May 1, 2019, CubeSquare, LLC, a Delaware limited liability company whose managing member is Jonah Meer, our Chief Executive Officer and which is 25% owned by Ido Merfeld, our President, loaned the Company $50,000 pursuant to a demand promissory note which accrues interest at 8% per annum. We received $100,000 during the current period from a third party in the form of an unsecured, demand, non-interest bearing, short term advance to meet our ongoing operating needs. On August 1, 2019, Jonah Meer, our Chief Executive Officer provided  a demand, short-term advance of $50,000 to the Company to meet ongoing operating needs. 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 2019.
 
Working Capital

 
 
At June 30,
2019
   
December 31,
2018
 
Current Assets
 
$
91,591
   
$
195,847
 
Current Liabilities
   
272,927
     
88,572
 
Working Capital (deficiency)
 
$
(181,336
)
 
$
107,275
 

Cash Flows

 
 
At June 30,
2019
   
At June 30,
2018
 
Net cash (used in) operating activities
 
$
(292,157
)
 
$
(218,872
)
Net cash provided by investing activities
   
-
     
-
 
Net cash provided by financing activities
 
$
215,000
   
$
500,000
 
Net increase (decrease) in cash during period
   
(77,157
)
   
281,128
 
 
Operating Activities

Net cash used in operating activities was $292,157 for the six months ended June 30, 2019 compared to $218,872 for the six months ended June 30, 2018.  Cash used in operating activities for the six months ended June 30, 2019 was primarily the result of our net loss, offset by non-cash items including compensation in the form of stock options for research and development expense totaling $87,933,  stock options recorded as advisory services of $37,500 and changes to our operating assets and liabilities including a decrease to prepaid expenses and increases to our accounts payable and accounts payable – related parties.  Cash used in the six months ended June 30, 2018 was primarily the result of our net loss, offset by non-cash items including compensation in the form of stock options for research and development expense totaling $74,738, stock awards totaling $28,000, and stock-based compensation of $150,000 related to shares issued under the terms of an investor relations agreement, stock options recorded as administrative expenses totaling 706,860, and changes to our operating assets and liabilities including an increase to prepaid expenses and increases to our accounts payable and accounts payable-related parties. In the six months ended June 30, 2018, we also recorded $12,794 as the non-cash accretion of the debt discount related to certain convertible notes.

Investing Activities
 
There were no investing activities during the six months ended June 30, 2019 and June 30, 2018.
 
Financing Activities

Net cash provided by financing activities was $215,000 for the six months ended June 30, 2019 compared to $500,000 for the six months ended June 30, 2018. We received proceeds from private placement offerings totaling $65,000 in the six months ended June 30, 2019 as compared to $500,000 in the six months ended June 30, 2018. During the six months ended June 30, 2019 we received $50,000 in proceeds from related parties in the form of a demand loan, and $100,000 as a short-term advance from a third party with no comparative transactions during the six months ended June 30, 2018.
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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 may 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, 2018 includes an explanatory paragraph stating the Company has experienced net losses to date, and it has not generated revenue from operations, and will need additional working capital for ongoing operations. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. If we are unable to obtain sufficient funding, our business, prospects, financial condition and results of operations will be materially and adversely affected and we may be unable to continue as a going concern.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Critical Accounting Policies and Estimates

The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments which are based on historical experience and on various other factors that are believed to be reasonable under the circumstances. The results of their evaluation form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions and circumstances. Our significant accounting policies are more fully discussed in Note 2 to our unaudited financial statements contained herein.

Recent Accounting Pronouncements

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

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 June 30, 2019, 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 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 U.S. GAAP to assist us in the preparation of our financial statements to ensure that these financial statements are prepared in conformity to U.S. 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 reassess this matter in the following year to determine whether improvement in segregation of duty is feasible. In addition, we would need to expand our board to include independent members.
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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.

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

There were no sales of equity securities sold during the period covered by this Report that were not registered under the Securities Act and were not previously reported in a Current Report on Form 8-K filed by the Company.
 
ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable

ITEM 5. OTHER INFORMATION

None
32

 
ITEM 6. EXHIBITS

Exhibit Number
Exhibit
 
 
101.INS
XBRL INSTANCE DOCUMENT
101.SCH
XBRL TAXONOMY EXTENSION SCHEMA
101.CAL
XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
101.DEF
XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
101.LAB
XBRL TAXONOMY EXTENSION LABEL LINKBASE
101.PRE
XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

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: August 14, 2019
By:
/s/Jonah Meer
 
 
 
Name: Jonah Meer
 
 
 
Title: Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer)
 
 
 
 
 
 


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