NOTES
TO FINANCIAL STATEMENTS
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 a p
reclinical 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 (“MSCs”), synthetic hydrogels, 3D printable implant, smart materials 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.
Ariel
Agreements
On
December 14, 2016, the Company entered into a license and research funding agreement ("License Agreement") with Ariel
Scientific Innovations Ltd., formerly known as Ariel University R&D Co., Ltd., a wholly owned subsidiary of Ariel University,
based in Ariel, Israel ("Ariel"). Under the terms of the License Agreement, for certain agreed cash consideration, the
Company received an exclusive worldwide royalty- bearing license in Ariel patents and know-how to develop and commercialize products
based on or incorporating 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
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 under the direction of Prof. Danny Baranes will conduct molecular biology research activities involving the testing
of implant materials for the Company. On April 12, 2018, the Services Agreement was amended to provide for additional services
as the Company may request.
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.
On
December 12, 2018, the Company further amended the Services Agreement with Ariel to extend the term thereof for an additional
twelve-month period until December 14, 2019. All other terms and conditions of the Services Agreement not amended remain in effect.
QRONS
INC.
NOTES
TO FINANCIAL STATEMENTS
Note
1 – Description of Business and Basis of Presentation (continued)
Dartmouth
Agreements
On
October 17, 2017, the Company entered into an Option Agreement (the "Option Agreement") with the Trustees of Dartmouth
College (“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 Option 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.
On
July 12, 2018, the Company entered into a one-year sponsored research agreement (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 terms of the Sponsored Research 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.
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 Sponsored Research
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 Sponsored Research Agreement.
Note
2 – Summary of Significant Accounting Policies
Financial
Statement Presentation:
The audited financial statements of the Company have been prepared in accordance with accounting
principles generally accepted in the United States of America ("U.S. GAAP").
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.
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 $919,706 for the year ended December
31, 2018. R
esearch and development costs were $1,179,777 for the year ended December
31, 2017, inclusive of stock-based compensation cost.
Advertising
and Marketing Costs:
Advertising and marketing costs are expensed as incurred.
The
Company incurred $56,879 and $28,481 in advertising and marketing costs during the years ended December 31, 2018 and 2017, respectively.
QRONS
INC.
NOTES
TO FINANCIAL STATEMENTS
Note
2 – Summary of Significant Accounting Policies (continued)
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 December 31, 2018 and
December 31, 2017:
|
Fair
value measurements on a recurring basis
|
|
|
Level
1
|
|
Level
2
|
|
Level
3
|
|
As
of December 31, 2018:
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
Derivative
liabilities
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
36,827
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As
of December 31, 2017:
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative
liabilities
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
31,090
|
|
QRONS
INC.
NOTES
TO FINANCIAL STATEMENTS
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 using the equity
method.
Income
taxes:
The Company has adopted ASC Topic 740 – "Income Taxes" ASC Topic 740 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 common
share is computed by dividing net loss available to common stockholders by the weighted average number of common stock outstanding.
Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include
the number of additional shares of common stock that would have been outstanding if the potential common stock had been issued
and if the additional shares of common stock were dilutive.
Potential
common stock consists of the incremental common stock issuable upon the exercise of common stock warrants (using the if-converted
method), convertible notes, classes of shares with conversion features, and stock awards and stock options. The computation of
basic loss per share for the years ended December 31, 2018 and 2017 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:
|
|
December
31, 2018
|
|
|
December
31, 2017
|
|
Stock
purchase warrants
|
|
|
52,000
|
|
|
|
54,000
|
|
Research
Warrants at 3% of issued and outstanding shares
|
|
|
386,170
|
|
|
|
372,147
|
|
Convertible
Notes
|
|
|
27,864
|
|
|
|
18,864
|
|
Series
A Preferred shares
|
|
|
700
|
|
|
|
700
|
|
Stock
options vested
|
|
|
1,486,670
|
|
|
|
13,334
|
|
Stock
options not yet vested
|
|
|
128,330
|
|
|
|
656,666
|
|
Stock
award not yet vested
|
|
|
-
|
|
|
|
290,000
|
|
Total
|
|
|
2,081,734
|
|
|
|
1,405,711
|
|
QRONS
INC.
NOTES
TO FINANCIAL STATEMENTS
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
are effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within
that fiscal year. Early adoption is permitted, but no earlier than an entity’s adoption date of
ASC Topic 606
.
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, it does not believe its resources will be sufficient to meet its operating and capital needs beyond the second 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.
QRONS
INC.
NOTES
TO FINANCIAL STATEMENTS
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:
|
|
December
31, 2018
|
|
|
December
31, 2017
|
|
Face
value of certain convertible notes
|
|
$
|
25,000
|
|
|
$
|
25,000
|
|
Less:
unamortized discount
|
|
|
-
|
|
|
|
(18,335
|
)
|
Carrying
value
|
|
$
|
25,000
|
|
|
$
|
6,665
|
|
Amortization
of the discount over the years ended December 31, 2018 and 2017 totaled $18,335 and $13,082, respectively, which amounts have
been recorded as interest expense.
As
a result of the application of ASC No. 815 in the periods ended December 31, 2018 and December 31, 2017 the fair value of the
conversion feature is summarized as follows:
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
|
|
Derivative
addition associated with convertible notes
|
|
|
-
|
|
Change
in fair value
|
|
|
5,737
|
|
Balance
at December 31, 2018
|
|
$
|
36,827
|
|
The
fair value at the commitment and re-measurement dates for the Company's derivative liabilities were based upon the following management
assumptions as of December 31, 2018 and commitment date:
|
Commitment
Date
|
|
December
31,
2018
|
|
December
31,
2017
|
|
Expected
dividends
|
|
0
|
|
|
0
|
|
|
0
|
|
Expected
volatility
|
101%
~103%
|
|
64%
~ 65%
|
|
110%
~ 115%
|
|
Expected
term
|
0.92
~ 1 year
|
|
0.67
~0.74 year
|
|
0.67
~0.74 year
|
|
Risk
free interest rate
|
|
1.33%
|
|
|
2.60%
|
|
1.53%
~ 1.65%
|
|
QRONS
INC.
NOTES
TO FINANCIAL STATEMENTS
Note
5 – 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.
During
the year ended December 31, 2017, the Company incurred total research and development costs of $1,179,777, which amount includes
the aforementioned value of
119,950 shares of common stock at
$335,860
pursuant to the License Agreement, as well as $812,000 recorded as stock-based compensation related to certain stock awards discussed
in Note 6 – Commitments below, granted to various members of the Company's scientific advisory board.
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.
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.
QRONS
INC.
NOTES
TO FINANCIAL STATEMENTS
Note
5 – License and Research Funding Agreements (continued)
The
Services Agreement and first amendment thereto, dated April 12, 2018 were previously filed with the SEC with the Company's Current
Reports on Form 8-K on December 15, 2017 and April 16, 2018, respectively.
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.
Note
6 –
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 $2,130 (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.
During
the year ended December 31, 2018 and December 31, 2017, $33,781 and $1,438 were expensed, respectively, and the remaining $16,531
(December 31, 2017 - $15,812), which amount is reflected on the Company's balance sheets as prepaid expenses, will be expensed
in a subsequent period.
QRONS
INC.
NOTES
TO FINANCIAL STATEMENTS
Note
6 –
Commitments (continued)
(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.
During
the year ended December 31, 2018, $41,160 was paid and recorded as prepaid expenses, of which $34,300 was expensed in the
year ended December 31, 2018, and the remaining $6,860 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:
-
|
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.
|
-
|
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.
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.
QRONS
INC.
NOTES
TO FINANCIAL STATEMENTS
Note
6 –
Commitments (continued)
(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.
(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 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 Company funded $36,293 on August 20, 2018 and funded an additional $18,147 on December 17, 2018 and is required to fund an
additional $18,146 by June 1, 2019.
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 year ended December 31, 2018, $54,440 was paid and recorded as prepaid expenses, of which $27,220 was expensed in the year
ended December 31, 2018, and the remaining $27,220 will be expensed in a subsequent period.
Note
7 – 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.
QRONS
INC.
NOTES
TO FINANCIAL STATEMENTS
Note
7 – Stock Plan (continued)
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.
|
|
For
the years ended
December
31,
|
|
|
|
2018
|
|
|
2017
|
|
Number
of shares vested in period
|
|
|
10,000
|
|
|
|
290,000
|
|
Fair
market value per share
|
|
$
|
2.80
|
|
|
$
|
2.80
|
|
Stock
based compensation recognized
|
|
$
|
28,000
|
|
|
$
|
812,000
|
|
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.
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.
QRONS
INC.
NOTES
TO FINANCIAL STATEMENTS
Note
7 – Stock Plan (continued)
Stock
Options: (continued)
(b)
|
Stock
Options granted 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.
During
the year ended December 31, 2018 and December 31, 2017, total recognized compensation in respect of the above stock option compensation
was $592,019 and $29,000, respectively, which amount has been allocated as advisory services as part of general and administrative
expenses.
As
of December 31, 2018, total unrecognized compensation remaining to be recognized in future periods totaled $198,088.
(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.
During
the year ended December 31, 2018 and December 31, 2017, total recognized compensation of $2,673,011 and $106,029, respectively,
were recorded as general and administrative expenses.
As
of December 31, 2018, total unrecognized compensation remaining to be recognized in future periods totaled $0.
The
fair value of each option award 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
|
|
QRONS
INC.
NOTES
TO FINANCIAL STATEMENTS
Note
7 – Stock Plan (continued)
A
summary of the activity for the Company's stock options for the years ended December 31, 2018 and 2017, is as follows:
|
|
December
31, 2018
|
|
|
December
31, 2017
|
|
|
|
|
|
|
Weighted
Average
|
|
|
|
|
|
Weighted
Average
|
|
|
|
Shares
|
|
|
Exercise
Price
|
|
|
Shares
|
|
|
Exercise
Price
|
|
Outstanding,
beginning of period
|
|
|
670,000
|
|
|
$
|
1.93
|
|
|
|
-
|
|
|
$
|
-
|
|
Granted
|
|
|
945,000
|
|
|
$
|
2.00
|
|
|
|
670,000
|
|
|
$
|
1.93
|
|
Exercised
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
Canceled
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
Outstanding,
end of period
|
|
|
1,615,000
|
|
|
$
|
1.97
|
|
|
|
670,000
|
|
|
$
|
1.93
|
|
Options
exercisable, end of period
|
|
|
1,486,670
|
|
|
$
|
1.98
|
|
|
|
13,334
|
|
|
$
|
2.00
|
|
Options
expected to vest, end of period
|
|
|
128,330
|
|
|
$
|
1.81
|
|
|
|
656,666
|
|
|
$
|
1.89
|
|
Weighted
average fair value of options granted
|
|
|
|
|
|
$
|
2.19
|
|
|
|
|
|
|
$
|
2.36
|
|
Note
8 – 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 December 31, 2018 and December 31, 2017.
QRONS
INC.
NOTES
TO FINANCIAL STATEMENTS
Note
8 – Capital Stock (continued)
Common
Stock
Common
Stock issuances during the year ended December 31, 2018
During
the year ended December 31, 2018, the Company sold an aggregate of 380,684 shares of its common stock to investors and received
aggregate proceeds of $575,000 pursuant to subscription agreements in private offerings. The proceeds will be used for research
and general corporate purposes.
On
January 23, 2018,
the Company issued 10,000 shares for advisory services (Note 6(4)). The
shares were valued at fair market value on the date of issuance for a total of $28,000 or $2.80 per share.
During
the year ended December 31, 2018,
the Company
received a warrant exercise notice
for a warrant to purchase 2,000 shares of common stock from a subscriber and issued 1,715
shares
of common stock
on a cashless exercise basis as per the cashless exercise formula contained in the warrant.
On
April 23, 2018, the Company issued 75,000 shares of its common stock pursuant to an investor relations services agreement
which was rescinded on June 23, 2018 (Note 6(5)). The shares were valued at the fair market value on the date of issuance for
a total of $150,000, or $2.00 per share.
Common
Stock issuances during the year ended December 31, 2017
On
December 13, 2017, 119,950 shares were issued to Ariel upon the exercise of a warrant pursuant to the License Agreement (Note
5 – License and Research Funding Agreement). These shares were valued at $335,860 or $2.80 per share, based on fair market
value, and the associated cost was recorded as research and development expenses.
On
December 14, 2017, the Company issued 290,000 shares to
two Scientific Advisors
as a stock award,
valued at $812,000, or $2.80 per share, based on fair market value, and recorded the associated
cost as research and development expenses. (Note 7 – Stock Plan).
During
the year ended December 31, 2017, the Company sold an aggregate of 128,000 shares of common stock to investors and received aggregate
proceeds of $32,000 in private offerings. The proceeds of the offering will be used for research and general corporate purposes.
During
the year ended December 31, 2017 the Company
received warrant exercise notices for warrants
to purchase an aggregate of 512,000 shares of common stock from various subscribers and issued a total of 442,960
shares
of common stock
on a cashless exercise basis as per the cashless exercise formula in the warrant.
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
|
|
QRONS
INC.
NOTES
TO FINANCIAL STATEMENTS
Note
8 – Capital Stock (continued)
Share
Purchase Warrants (continued)
As
of December 31, 2018, and December 31, 2017, the following common stock purchase warrants were outstanding:
|
|
Warrants
(1)
|
|
|
Weighted
Average Exercise Price
|
|
Outstanding
– December 31, 2016
|
|
|
502,000
|
|
|
$
|
0.40
|
|
Granted
|
|
|
64,000
|
|
|
|
0.40
|
|
Forfeited/Canceled
|
|
|
-
|
|
|
|
-
|
|
Exercised
|
|
|
512,000
|
|
(2)
|
|
0.40
|
|
Outstanding
– December 31, 2017
|
|
|
54,000
|
|
|
|
0.40
|
|
Granted
|
|
|
-
|
|
|
|
-
|
|
Forfeited/Canceled
|
|
|
-
|
|
|
|
-
|
|
Exercised
|
|
|
2,000
|
|
(3)
|
|
0.40
|
|
Outstanding
– December 31, 2018
|
|
|
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, 2017, investors exercised warrants to purchase an aggregate of
512,000
shares of common stock and received 442,960 underlying shares for exercises on a cashless basis.
(3)
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.
Note
9 – Income Taxes
On December
22, 2017, the 2017 Tax Cuts and Jobs Act (the “Tax Act”) was enacted including a one-time mandatory transition tax
on accumulated foreign earnings and a reduction of the corporate income tax rate to 21% effective January 1, 2018., The Company
is required to recognize the effect of the tax law changes in the period of enactment, such as determining the transition tax,
remeasuring its U.S. deferred tax assets and liabilities as well as reassessing the net realizability of its deferred tax assets
and liabilities. The Company has remeasured its U.S. deferred tax assets at a statutory income tax rate of 21% during years ended
December 31, 2017 and December 31, 2018
The
income tax expense (benefit) consisted of the following for the years ended December 31, 2018 and December 31, 2017:
|
|
|
December
31, 2018
|
|
|
|
December
31, 2017
|
|
Total
current
|
|
$
|
-
|
|
|
$
|
-
|
|
Total
deferred
|
|
|
-
|
|
|
|
-
|
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Deferred
income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes.
QRONS
INC.
NOTES
TO FINANCIAL STATEMENTS
Note
9 – Income Taxes (continued)
The
following is a reconciliation of the expected statutory federal income tax and state income tax provisions to the actual income
tax benefit for the years ended December 31, 2018 and December 31, 2017:
|
|
December
31, 2018
|
|
|
December
31, 2017
|
|
Expected
benefit at federal statutory rate
|
|
$
|
825,500
|
|
|
|
298,900
|
|
Non-deductible
expenses
|
|
|
(724,200
|
)
|
|
|
(198,900
|
)
|
Change
in valuation allowance
|
|
|
(101,300
|
)
|
|
|
(100,000
|
)
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
Company had deferred income tax assets as of December 31, 2018 and 2017 as follows:
|
|
December
31, 2018
|
|
|
December
31, 2017
|
|
Loss carryforwards
|
|
$
|
1,137,380
|
|
|
$
|
333,880
|
|
Less – stock
based compensation
|
|
|
(933,600
|
)
|
|
|
(210,600
|
)
|
Less – derivative
liabilities
|
|
|
(2,480
|
)
|
|
|
(1,280
|
)
|
Change in tax effected
rates
|
|
|
-
|
|
|
|
(22,000
|
)
|
Less - valuation allowance
|
|
|
(201,300
|
)
|
|
|
(100,000
|
)
|
Total net deferred
tax assets
|
|
$
|
-
|
|
|
$
|
-
|
|
Tax
years from inception to the year ended December 31, 2018 have been filed and are open for examination by the taxing authorities.
The
Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.
No such interest or penalties were recognized during the periods presented above. The Company had no accruals for interest and
penalties at December 31, 2018. The Company's utilization of any net operating loss carry-forward may be unlikely as a result
of its intended activities.
Note
10 – Subsequent Events
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.
On
February 25, 2019, the Company sold an aggregate of 40,000 shares of its common stock to two investors and received aggregate
proceeds of $40,000 pursuant to subscription agreements in private offerings. The proceeds will be used for research and general
corporate purposes.
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.