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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Qrons Inc (QB) | USOTC:QRON | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.185475 | 0.156 | 0.2818 | 0.00 | 20:30:01 |
QRONS INC.
|
(Exact name of registrant as specified in its charter)
|
W
yoming
|
81-3623646
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
Large accelerated filer
|
Accelerated filer
|
☐
|
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
|
Emerging growth company | ☒ |
Item No.
|
|
|
|
Page No.
|
|
PART I
|
|||||
1
|
|
Business
|
|
3
|
|
1A
|
|
Risk Factors
|
|
7
|
|
1B
|
|
Unresolved Staff Comments
|
|
7
|
|
2
|
|
Properties
|
|
7
|
|
3
|
|
Legal Proceedings
|
|
7
|
|
4
|
|
Mine Safety Disclosures
|
|
7
|
|
|
|
|
|
|
|
PART II
|
|||||
5
|
|
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
|
|
8
|
|
6
|
|
Selected Financial Data
|
|
9
|
|
7
|
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
9
|
|
7A
|
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
12
|
|
8
|
|
Financial Statements and Supplementary Data
|
|
13
|
|
9
|
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
|
14
|
|
9A
|
|
Controls and Procedures
|
|
14
|
|
9B
|
|
Other Information
|
|
14
|
|
|
|
|
|
|
|
PART III
|
|||||
10
|
|
Directors, Executive Officers and Corporate Governance
|
|
15
|
|
11
|
|
Executive Compensation
|
|
17
|
|
12
|
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
|
18
|
|
13
|
|
Certain Relationships and Related Transactions, and Director Independence
|
|
18
|
|
14
|
|
Principal Accounting Fees and Services
|
|
19
|
|
|
|
|
|
|
|
PART IV
|
|||||
15
|
|
Exhibits, Financial Statement Schedules
|
|
20
|
|
|
|
|
|
|
|
|
|
SIGNATURES
|
|
21
|
|
U.S. Patent
Application No.
|
Application
Filing Date
|
Status
|
U.S.
Patent No.
|
Issue Date
|
Subject Matter
|
62/617,310
(Provisional)
|
1/15/2018
|
Pending
|
N/A
|
N/A
|
Methods, compositions and devices related to neural cell development
|
2017
|
|
High
|
|
|
Low
|
|
||
Third Quarter
|
|
$
|
3.00
|
|
|
$
|
1.00
|
|
Fourth Quarter
|
|
$
|
3.00
|
|
|
$
|
2.80
|
|
Plan category
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
|
|
Weighted-average exercise price of outstanding options, warrants and rights
|
|
|
Number of securities remaining available for future issuance under equity compensation plans
|
|
|||
Equity compensation plans approved by security holders
|
|
|
-
|
|
|
-
|
|
|
-
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity compensation plans not approved by security holders (1)
|
|
|
960,00
|
(2)
|
|
$
|
1.93
|
|
|
|
-
|
|
For the Year ended
December 31,
|
|||||||
2017
|
2016
|
|||||||
Operating expenses:
|
||||||||
Research and development expenses
|
1,179,777
|
156,000
|
||||||
Professional fees
|
22,429
|
2,792
|
||||||
General and administrative expenses
|
200,939
|
6,578
|
||||||
Total operating expenses
|
1,403,145
|
|
For the Year ended
December 31,
|
|||||||
|
2017
|
2016
|
||||||
Net cash provided (used by) operating activities
|
(121,927
|
)
|
(106,772
|
)
|
||||
Net cash provided from (used by) investing activities
|
-
|
-
|
||||||
Net cash provided from financing activities
|
24,452
|
262,014
|
||||||
Increase (decrease) in cash and cash equivalents
|
(97,475
|
)
|
155,242
|
|
|
Page
|
Report of Independent Registered Public Accounting Firm
|
|
F-1 |
Balance Sheets as of December 31, 2017 and 2016
|
|
F-2 |
Condensed Statements of Operations for the years ended December 31, 2017 and 2016
|
|
F-3 |
Condensed Statement of Changes in Stockholders' Equity (Deficit)
|
|
F-4 |
Condensed Statements of Cash Flows for the years ended December 31, 2017 and 2016
|
|
F-5 |
Notes to Financial Statements
|
|
F-6 to F-17 |
For the Year ended December 31,
|
||||||||
|
2017
|
2016
|
||||||
Net sales
|
$
|
-
|
$
|
-
|
||||
|
||||||||
Operating expenses:
|
||||||||
Research and development expenses
|
1,179,777
|
156,000
|
||||||
Professional fees
|
22,429
|
2,792
|
||||||
General and administrative expenses
|
200,939
|
6,578
|
||||||
Total operating expenses
|
1,403,145
|
165,370
|
||||||
|
||||||||
Income (loss) from operations
|
(1,403,145
|
)
|
(165,370
|
)
|
||||
|
||||||||
Other Income (expense)
|
||||||||
Interest expense
|
(14,205
|
)
|
(3,870
|
)
|
||||
Change in derivative liabilities
|
(6,090
|
)
|
-
|
|||||
Other (expense)
|
(20,295
|
)
|
(3,870
|
)
|
||||
|
||||||||
Net (loss)
|
$
|
(1,423,440
|
)
|
$
|
(169,240
|
)
|
||
|
||||||||
Net (loss) per common shares (basic and diluted)
|
$
|
(0.12
|
)
|
$
|
(0.02
|
)
|
||
|
||||||||
Weighted average shares outstanding
|
||||||||
Basic and diluted
|
11,657,791
|
10,406,779
|
|
Series A Preferred Shares
|
Common Stock
|
Additional
Paid-in
|
Accumulated
|
Total
|
|||||||||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Equity
|
|||||||||||||||||||||
-
|
$
|
-
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|||||||||||||||||
Issuance of common stock and Series A preferred shares
|
2,000
|
2
|
10,120,000
|
1,012
|
2,598
|
- |
3,612
|
|||||||||||||||||||||
-
|
-
|
1,004,000
|
100
|
250,900
|
- |
251,000
|
||||||||||||||||||||||
-
|
-
|
300,000
|
30
|
55,970
|
- |
56,000
|
||||||||||||||||||||||
Beneficial conversion feature associated with convertible note
|
- | - | - | - |
10,000
|
- |
10,000
|
|||||||||||||||||||||
- | - | - | - |
(169,240
|
)
|
(169,240
|
)
|
|||||||||||||||||||||
Balance, December 31, 2016
|
2,000
|
2
|
11,424,000
|
1,142
|
319,468
|
(169,240
|
)
|
151,372
|
||||||||||||||||||||
Issuance of common stock for private placement
|
-
|
-
|
128,000
|
13
|
31,987
|
-
|
32,000
|
|||||||||||||||||||||
Financing costs associated with S-1
|
- | - | - | - |
(22,548
|
)
|
- |
(22,548
|
)
|
|||||||||||||||||||
Warrants exercised associated with private placement
|
- | - |
442,960
|
44
|
(44
|
)
|
- |
-
|
||||||||||||||||||||
Warrants exercised associated with License and Research Funding Agreement
|
- | - |
119,950
|
12
|
335,848
|
- |
335,860
|
|||||||||||||||||||||
Shares issued for stock awards
|
- | - |
290,000
|
29
|
811,971
|
- |
812,000
|
|||||||||||||||||||||
Stock option granted to officers
|
- | - | - | - |
106,029
|
- |
106,029
|
|||||||||||||||||||||
Stock option granted to non-employees
|
- | - | - | - |
29,000
|
- |
29,000
|
|||||||||||||||||||||
Net loss for the period
|
- | - | - | - | - |
(1,423,440
|
)
|
(
1,423,44
0
|
)
|
|||||||||||||||||||
Balance, December 31, 2017
|
2,000
|
$
|
2
|
12,404,910
|
$
|
1,240
|
$
|
1,611,711
|
$
|
(1,592,680
|
)
|
$
|
20,273
|
For the Year ended December 31,
|
||||||||
|
2017
|
2016
|
||||||
Cash Flows From Operating Activities
|
||||||||
Net loss
|
$
|
(1,423,440
|
)
|
$
|
(169,240
|
)
|
||
Adjustments to reconcile net income to net cash provided from (used by) operating activities:
|
||||||||
Preferred stock issued to Directors, valuation
|
-
|
2,598
|
||||||
Stock awards recorded as research and development expense
|
812,000
|
56,000
|
||||||
Shares issued as research and development expense
|
335,860
|
-
|
||||||
Stock option granted and recorded as advisory services
|
106,029
|
-
|
||||||
Stock option vested and recorded as consulting fees
|
29,000
|
-
|
||||||
Accretion of debt discount
|
13,082
|
3,583
|
||||||
Change in derivative liabilities
|
6,090
|
-
|
||||||
Changes in operating assets and liabilities:
|
-
|
|||||||
Prepaid expenses
|
(15,812
|
)
|
- | |||||
13,854
|
287
|
|||||||
Accounts payable and accrued liabilities, related party
|
1,410
|
-
|
||||||
Net cash provided (used by) operating activities
|
(121,927
|
)
|
(106,772
|
)
|
||||
|
-
|
|||||||
Cash Flows From Investing Activities
|
||||||||
Net cash provided from (used by) investing activities
|
-
|
-
|
||||||
|
||||||||
Cash Flows From Financing Activities
|
||||||||
Proceeds from issuance of common stock
|
-
|
1,012
|
||||||
Proceeds from sale of Series A preferred stock
|
-
|
2
|
||||||
Proceeds from private placement
|
32,000
|
251,000
|
||||||
Financing costs
|
(22,548
|
)
|
-
|
|||||
Proceeds from convertible note
|
15,000
|
10,000
|
||||||
Net cash provided from financing activities
|
24,452
|
262,014
|
||||||
|
||||||||
Increase (decrease) in cash and cash equivalents
|
(97,475
|
)
|
155,242
|
|||||
|
||||||||
Cash at beginning of period
|
155,242
|
-
|
||||||
Cash at end of period
|
57,767
|
155,242
|
||||||
|
||||||||
SUPPLEMENTAL DISCLOSURES
|
||||||||
Interest paid
|
$
|
-
|
$
|
-
|
||||
Income taxes paid
|
$
|
-
|
$
|
-
|
||||
SUPPLEMENTAL NON-CASH FINANCING ACTIVITIES
|
||||||||
Derivative liability associated with debt discount
|
$
|
25,000
|
$
|
-
|
|
Fair value measurements on a recurring basis
|
||||||||
|
Level 1
|
Level 2
|
Level 3
|
||||||
As of December 31, 2017:
|
|||||||||
Liabilities
|
|||||||||
Derivative liabilities
|
$
|
-
|
$
|
-
|
$
|
31,090
|
|||
|
|||||||||
As of December 31, 2016:
|
|||||||||
Liabilities
|
|||||||||
Derivative liabilities
|
$
|
-
|
$
|
-
|
$
|
-
|
December 31,
2017
|
December 31,
2016
|
|||||||
Stock purchase warrants
|
54,000
|
502,000
|
||||||
Research Warrrants at 3% of issued and outstanding shares
|
372,147
|
-
|
||||||
Convertible Notes
|
18,864
|
-
|
||||||
Series A Preferred shares
|
700
|
-
|
||||||
Stock options, vested
|
13,334
|
-
|
||||||
Stock options, not yet vested
|
656,666
|
|||||||
Stock awards, not yet vested
|
290,000
|
|||||||
|
1,405,711
|
502,000
|
|
December 31, 2017
|
December 31, 2016
|
||||||
Face value of certain convertible notes
|
$
|
25,000
|
$
|
10,000
|
||||
Less: unamortized discount
|
(18,335
|
)
|
(6,417
|
)
|
||||
Carrying value
|
$
|
6,665
|
$
|
3,583
|
Balance at December 31, 2016
|
$
|
-
|
||
Derivative addition associated with convertible notes
|
25,000
|
|||
Loss on change in fair value
|
6,090
|
|||
Balance at December 31, 2017
|
$
|
31,090
|
Commitment Date
|
December 31, 2017
|
|||||||
Expected dividends
|
0
|
0
|
||||||
Expected volatility
|
101% ~103%
|
110% ~ 115%
|
||||||
Expected term
|
0.92 ~ 1 year
|
0.67 ~0.74 year
|
||||||
Risk free interest rate
|
1.33%
|
|
1.53 ~ 1.65%
|
-
|
In the course of research performed at AU, Prof. Danny Baranes has developed certain technology relating to coral based and non-coral based conditioned medium for tissue regeneration and repair;
|
-
|
the Company wishes to receive a license from Ariel and in order to secure receipt of such license, agrees to fund further research at AU relating to such technology; and
|
-
|
Ariel is willing to grant the Company a license, pursuant to the terms of the License Agreement to allow it to develop and commercialize products.
|
-
|
Upon successful clinical FDA Phase II completion - $130,000; and
|
-
|
Upon successful clinical FDA Phase III completion - $390,000
|
(1)
|
Service Agreement with Ariel
|
(2)
|
Science Advisory Board Member Consulting Agreements (the "Agreements")
|
-
|
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 senior team as needed with respect to the field of neuronal injuries and neuro degenerative diseases ("the "Field") and requires the application of unique, special and extraordinary skills and knowledge that Advisor possesses in the Field.
|
-
|
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.
|
For Year ended
December 31,
|
||||||||
2017
|
2016
|
|||||||
Number of shares issued
|
290,000
|
300,000
|
||||||
Fair market value per share
|
$
|
2.80
|
$
|
0.1867
|
||||
Stock based compensation recognized
|
$
|
812,000
|
$
|
56,000
|
(a)
|
Stock Options granted to Science Advisors:
|
(b)
|
Stock Options granted to Officers:
|
|
|
Measurement date
|
|
|
Dividend yield
|
|
|
0%
|
|
Expected volatility
|
|
|
114.69 ~ 126.34%
|
|
Risk-free interest rate
|
|
|
1.79% ~ 2.15%
|
|
Expected life (years)
|
|
|
3 ~ 5
|
|
Stock Price
|
|
$
|
2.80
|
|
Exercise Price
|
|
$
|
0.40 ~ 2.00
|
|
2017
|
||||||||
|
Weighted Average
|
|||||||
|
Shares
|
Exercise Price
|
||||||
Outstanding, beginning of period, December 31, 2016
|
-
|
$
|
-
|
|||||
Granted
|
670,000
|
$
|
1.93
|
|||||
Exercised
|
-
|
$
|
-
|
|||||
Canceled
|
-
|
$
|
-
|
|||||
Outstanding, end of period
|
670,000
|
$
|
1.93
|
|||||
Options exercisable, end of period
|
13,334
|
$
|
2.00
|
|||||
Options expected to vest, end of period
|
656,666
|
$
|
1.89
|
|||||
Weighted average fair value of options granted
|
|
|
$ |
2.36
|
|
|
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
|
|
|
Warrants (1)
|
Weighted Average Exercise Price
|
||||||
Outstanding – August 22, 2016
|
-
|
-
|
||||||
Granted
|
502,000
|
$
|
0.40
|
|||||
Forfeited/Canceled
|
-
|
-
|
||||||
Exercised
|
-
|
-
|
||||||
Outstanding – December 31, 2016
|
502,000
|
$
|
0.40
|
|||||
Granted
|
64,000
|
0.40
|
||||||
Forfeited/Canceled
|
-
|
|||||||
Exercised
|
512,000
|
(2) | ||||||
Outstanding – December 31, 2017
|
54,000
|
$
|
0.40
|
December 31, 2017
|
December 31, 2016
|
|||||||
Loss carryforwards
|
$
|
333,880
|
$
|
57,540
|
||||
Less – stock based compensation
|
(210,600
|
)
|
(11,760
|
)
|
||||
Less – derivative liabilities
|
(1,280
|
)
|
-
|
|||||
Change in tax effected rates
|
(22,000
|
) |
-
|
|
||||
Less - valuation allowance
|
(100,000
|
)
|
(45,780
|
)
|
||||
Total net deferred tax assets
|
$
|
-
|
$
|
-
|
Name
|
|
Age
|
|
Position(s)
|
|
|
|
|
|
Jonah Meer
|
|
62
|
|
Chief Executive Officer, Chief Financial Officer, Secretary and Director
|
Ido Merfeld
|
|
53
|
|
President and Director
|
Name and
Principal Position
|
Fiscal Year
Ended 12/31 |
Salary
($) |
Bonus
($) |
Stock Awards
($) |
Option Awards
($) |
All Other
($) |
Total
($) |
Jonah Meer,
Chief Executive Officer, Chief Financial Officer, Secretary and Director
|
2017
|
-
|
-
|
-
|
53,015 (2)
|
-
|
53,015(2)
|
2016
|
-
|
-
|
-
|
-
|
1,299(1)
|
1,299(1)
|
Name
|
Grant Date
|
Number of Securities Underlying Unexercised Options (#) Exercisable
|
Number of Securities Underlying Unexercised Options (#) Unexercisable
|
Option ExercisePrice
($)
|
Option Expiration
Date
|
Jonah Meer
|
12/4/17
|
0
|
300,000(1)
|
2.00
|
12/4/22
|
Exhibit Number
|
Exhibit
|
|
|
101* | Interactive Data Files |
|
Qrons Inc
.
|
|||
Date: March 2, 2018
|
By:
|
/s/ Jonah Meer
|
|
Jonah Meer
Chief Executive Officer, Chief Financial Officer and Secretary
(Principal Executive Officer and Principal Financial and Accounting Officer)
|
|
Signature
|
|
|
|
Title
|
|
Date
|
|||
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||
/s/ Jonah Meer
|
|
|
|
Chief Executive Officer, Chief Financial Officer, Secretary
|
|
March 2, 2018
|
|||
Jonah Meer
|
|
|
|
and a Director (Principal Executive Officer and Principal Financial and Accounting Officer)
|
|
|
|||
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||
/s/ Ido Merfeld
|
|
|
|
President and a Director
|
|
March 2, 2018
|
|||
Ido Merfeld
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||
|
1 Year Qrons (QB) Chart |
1 Month Qrons (QB) Chart |
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