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Description of Business and Basis of Presentation
12 Months Ended
Dec. 31, 2024
Description of Business and Basis of Presentation  
Description of Business and Basis of Presentation

Note 1 – Description of Business and Basis of Presentation

 

Organization and Nature of Business:

 

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

 

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

 

Through December 31, 2024 the Company has operated as an innovative biotechnology company dedicated to developing biotech products, treatments and technologies to combat neuronal and infectious diseases with a focus on antibiotic resistant bacteria, which is becoming the most prominent and rapidly growing worldwide cause of illness and death. Our approach is to seek to engage in strategic arrangements with companies, universities and, scientists that are developing unique know how and intellectual properties in the fields of, stem cells, antibiotic resistant drug development and tissue engineering, for deployment in the fight against neuronal and infectious diseases. The Company historically focused on researchers based in Israel, a country which is world-renowned for biotech innovations and where our researchers were based.

 

On January 15, 2025, Qrons entered into a Plan and Agreement of Merger dated as of January 1, 2025 (the “Merger Agreement”), with First Person Ltd., an Alberta, Canada, corporation (“First Person”), pursuant to which Primary Merger Sub, Inc., a Colorado corporation wholly owned by the Company, will merge (the “Merger”) with and into First Person, with First Person becoming the Company’s wholly-owned subsidiary after the Merger. The Merger closed on January 27, 2025 (Re: Note 12 – Subsequent Events).

 

In conjunction with the Merger Agreement, Jonah Meer and Ido Merfeld each sold 1,000 shares of the Company’s Series A Preferred Stock to Cory J. Rosenberg, for $10.00 and other good and valuable consideration. Mr. Rosenberg’s ownership of all outstanding shares of Series A Preferred Stock provides him voting control of the Company.

 

On January 31, 2025, there occurred a change in control of the Company, in conjunction with the acquisition of First Person, as well as a change the Company’s Board of Directors and the Company’s executive officers. Pursuant to the Merger Agreement, Jonah Meer and Ido Merfeld resigned as directors of the Company and Cory Rosenberg, Chris Claussen, Ariel Fainsod, Gail D. Hamilton Azodo and Rosema J. Nemorin were appointed as Directors of the Company.

 

Also pursuant to the Merger Agreement, Cory Rosenberg was appointed as the Company’s Chief Executive Officer, President, Acting Chief Financial Officer and Secretary; and Chris Claussen was appointed as the Company’s Chief Innovation Officer.

 

First Person is focused on optimizing cognitive performance by pioneering the next wave of consumer products, innovating at the ingredient level, enabling seamless adoption and integration into major consumer markets. With a layered and diversified brand and product platform First Person is focused on multiple protectable and scalable growth opportunities in large existing and emerging high-growth markets. First Person creates, curates and innovates better ingredients that translate into disruptive consumer products.

 

The Company’s principal executive office is located at 611 N. Brand Boulevard, suite 1300, Glendale, California 91203.