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 March 31, 2020
[   ]  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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

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 [  ]

1

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[X]	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 May 15, 2020, there were 13,089,789 shares of the registrant's common stock outstanding.

2

QRONS INC. TABLE OF CONTENTS
		Page
	PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	4
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34
Item 4.	Controls and Procedures	34
	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	36
Item 1A.	Risk Factors	36
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 3.	Defaults Upon Senior Securities	36
Item 4.	Mine Safety Disclosures	36
Item 5.	Other Information	36
Item 6.	Exhibits	36
	SIGNATURES	37

3

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

QRONS INC.

BALANCE SHEETS

(Unaudited)

	March 31, 2020			December 31, 2019
ASSETS
Current assets
Cash and cash equivalents	$	22,961		$	67,025
Prepaid expenses		26,850			56,265
Total current assets		49,811			123,290
TOTAL ASSETS	$	49,811		$	123,290
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
Accounts payable and accrued liabilities	$	153,785		$	140,967
Accounts payable and accrued liabilities – related party		37,488			34,907
Demand loans, related party		50,000			50,000
Advances from related party		240,000			185,000
Unsecured short-term advances		100,000			100,000
Convertible note – related party, net of debt discount		25,000			25,000
Convertible note, net of debt discount		16,646			6,171
Derivative liabilities		104,192			89,367
Total current liabilities		727,111			631,412
Total liabilities		727,111			631,412
Stockholders' equity (deficit)
Series A Preferred stock: $0.001 par value, shares authorized 10,000; 2,000 shares issued and outstanding at March 31, 2020 and December 31, 2019		2			2
Common stock, $0.0001 par value: shares authorized 100,000,000; 13,089,789 shares issued and outstanding at March 31, 2020 and December 31, 2019		1,309			1,309
Additional paid-in capital		6,632,001			6,561,047
Accumulated deficit		(7,310,612	)		(7,070,480	)
Total stockholder's equity (deficit)		(677,300	)		(508,122	)
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)	$	49,811		$	123,290

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

4

QRONS INC.

STATEMENTS OF OPERATIONS

(unaudited)

	For the Three Months Ended
	March 31,
	2020			2019
Net sales	$	-		$	-
Operating expenses:
Research and development expenses		171,568			165,154
Professional fees		23,624			15,586
General and administrative expenses		23,746			82,774
Total operating expenses		218,938			263,514
Income (loss) from operations		(218,938	)		(263,514	)
Other income (expense)
Interest expense		(14,284	)		(496	)
Change in derivative liabilities		(6,910	)		2,549
Total other income (expense)		(21,194	)		2,053
Net (loss)	$	(240,132	)	$	(261,461	)
Net (loss) per common shares (basic and diluted)	$	(0.02	)	$	(0.02	)
Weighted average shares outstanding
(basic and diluted)		13,089,789			12,910,865

 

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

5

QRONS INC.

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

(unaudited)

	Series A Preferred Shares				Common Stock				Additional Paid-in		Accumulated			Total Stockholders'
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity (Deficit)
Balance, December 31, 2019		2,000	$	2		13,089,789	$	1,309	$	6,561,047	$	(7,070,480	)	$	(508,122	)
Stock options granted to non-employees as research and development costs		-		-		-		-		67,554		-			67,554
Warrants granted as financing costs		-		-		-		-		3,400		-			3,400
Net loss for the period		-		-		-		-		-		(240,132	)		(240,132	)
Balance, March 31, 2020		2,000	$	2		13,089,789	$	1,309	$	6,632,001	$	(7,310,612	)	$	(677,300	)

	Series A Preferred Shares				Common Stock				Additional Paid-in		Accumulated			Total
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity (Deficit)
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
Stock options granted to non-employees as research and development costs		-		-		-		-		45,442		-			45,442
Shares issued in private placement		-		-		40,000		4		39,996		-			40,000
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	)

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

6

QRONS INC.

STATEMENTS OF CASH FLOWS

(unaudited)

	For the three months ended March 31,
	2020			2019
Cash Flows From Operating Activities
Net loss	$	(240,132	)	$	(261,461	)
Adjustments to reconcile net loss to net cash (used by) operating activities:
Stock options issued for research and development expense		67,554			45,442
Stock awards issued for advisory and consulting services		-			37,500
Warrants granted as financing costs		3,400			-
Accretion of debt discount		8,390			-
Change in derivative liabilities		6,910			(2,549	)
Changes in operating assets and liabilities:
Prepaid expenses		29,415			30,378
Accounts payable and accrued liabilities		12,818			15,092
Accounts payable and accrued liabilities, related party		2,581			496
Net cash (used by) operating activities		(109,064	)		(135,102	)
Cash Flows From Investing Activities
Net cash provided from (used by) investing activities		-			-
Cash Flows From Financing Activities
Proceeds from convertible notes		10,000			-
Proceeds from private placement		-			40,000
Proceeds from related party advances		55,000			-
Net cash provided from financing activities		65,000			40,000
Increase (decrease) in cash and cash equivalents		(44,064	)		(95,102	)
Cash at beginning of year		67,025			143,862
Cash at end of year	$	22,961		$	48,760
SUPPLEMENTAL DISCLOSURES
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-
SUPPLEMENTAL NON-CASH FINANCING ACTIVITIES
Derivative liability associated with debt discount	$	7,915		$	-

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

7

QRONS INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

March 31, 2020 and 2019

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's common stock was upgraded from the Pink Market and commenced trading on the OTCQB Venture Market on August 12, 2019.

The Company is a preclinical stage biotechnology company developing advanced stem cell-synthetic hydrogel-based solutions to combat neuronal injuries and focused on achieving a breakthrough in the treatment of traumatic brain injuries ("TBIs") for both concussions and penetrating injuries, an unmet medical need.  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.

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, 2019.

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 nine-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. 

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 $171,568 and $165,154 for the three months ended March 31, 2020 and 2019, respectively.

8

QRONS INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

March 31, 2020 and 2019

Note 2 – Summary of Significant Accounting Policies (continued)

Advertising and Marketing Costs: Advertising and marketing costs are expensed as incurred. The Company incurred $19,500 and $48,387 in advertising and marketing costs during the three months ended March 31, 2020 and 2019, 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 11, 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 March 31, 2020 and December 31, 2019:

	Fair value measurements on a recurring basis
	Level 1			Level 2			Level 3
As of March 31, 2020:
Liabilities
Derivative liabilities		$	-		$	-		$	104,192
As of December 31, 2019:
Liabilities
Derivative liabilities		$	-		$	-		$	89,367

9

QRONS INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

March 31, 2020 and 2019

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 and expenses the fair value as financing costs.  

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 three months ended March 31, 2020 and the year ended December 31, 2019 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:

	March 31, 2020		December 31, 2019
Research Warrants at 3% of issued and outstanding shares		392,694		392,694
Convertible Notes		319,029		261,107
Series A Preferred shares		700		700
Stock options vested		2,423,335		2,331,669
Stock options not yet vested		141,665		183,331
Stock purchase warrants		80,000		70,000
Total		3,357,423		3,239,501

New Accounting Pronouncements: Certain new accounting pronouncements that have been issued are not expected to have a material effect on the Company’s financial statements.

10

QRONS INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

March 31, 2020 and 2019

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 of $65,000 during the three months ended March 31, 2020 and $470,000 during the year ended December 31, 2019, respectively, by way of private placement offerings to accredited investors, loans and advances from its officers and directors and third party short term loans, it does not believe its resources will be sufficient to meet its operating and capital needs beyond the second quarter of 2020. 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, and continued support from its officers and directors. 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. In addition, if the Company is unable to obtain adequate capital due to the continued spread of COVID-19, the Company may be required to reduce the scope, delay, or eliminate some or all of its planned operations.

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 of CubeSquare. 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 CubeSquare 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; on September 9, 2018, the Company further amended Note 1 to extend the maturity date to September 1, 2019; and on September 1, 2019, the Company further amended Note 1 to extend the maturity date to September 1, 2020, under the same terms and conditions. 

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 was due on September 27, 2018. Interest  accrues from September 27, 2017 and is 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.

On September 27, 2019, Note 2 was amended to extend the maturity date until September 27, 2020.

The Company analyzed the amendment to Note 1 and Note 2 under ASC 815-10-15-83 and concluded that these two convertible Notes 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.

11

QRONS INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

March 31, 2020 and 2019

Note 4 – Convertible Note – Related Party and Derivative Liabilities (continued)

The carrying value of these convertible notes is as follows:

	March 31, 2020		December 31, 2019
Face value of certain convertible notes	$	25,000	$	25,000
Less: unamortized discount		-		-
Carrying value	$	25,000	$	25,000

We recorded interest expenses of $501 and $496 for the three months ended March 31, 2020 and 2019, respectively. As of March 31, 2020, and December 31, 2019, the unpaid interest balance under Accounts payable and accrued liabilities – related party was $5,933 and $5,432, respectively.

As a result of the application of ASC No. 815 in the three months ended March 31, 2020, the fair value of the conversion feature is summarized as follows:

Balance at December 31, 2018	$	36,827
Change in fair value		355
Balance at December 31, 2019		37,182
Change in fair value		4,165
Balance at March 31, 2020	$	41,347

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 March 31, 2020 and December 31, 2019 and the commitment date:

	Commitment Date		March 31, 2020		December 31, 2019
Expected dividends		0		0		0
Expected volatility	101% ~103%		178% ~ 190%		167% ~ 180%
Expected term	0.92 ~ 1 year		0.21 year		0.26 year
Risk free interest rate		1.33%		0.15		1.60%

Note 5 – Convertible Note and Derivative Liabilities

In December 2019 we issued and sold in a private offering 8% convertible notes in the aggregate principal amount of $70,000. Such notes are due on December 31, 2021 and are convertible into shares of our common stock at a conversion price (the "Conversion Price") for each share of common stock equal to the lesser of: (a) $.50, (b) the lowest price at which the Company has converted any convertible security of the Company (to the holder or to any third party) within 30 trading days prior to the date of delivery of the applicable Notice of Conversion; and (c) so long as lower than (a) or (b), such price per share of common stock as the Company and the holder may agree from time to time.  In connection with the 8% convertible note issuance, we issued warrants to purchase an aggregate of 70,000 shares of common stock at an exercise price of $1.00.

During the three months ended March 31, 2020 we issued and sold in a private offering 8% convertible notes in the principal amount of $10,000, due on February 19, 2022  convertible into shares of our common stock at a conversion price (the "Conversion Price") for each share of common stock equal to the lesser of: (a) $0.50; (b) the lowest price at which the Company has converted any convertible security of the Company (to the holder or to any third party) within 30 trading days prior to the date of delivery of the applicable Notice of Conversion; and (c) so long as lower than (a) or (b), such price per share of common stock as the Company and the holder may agree from time to time.  In connection with the 8% convertible note issuance, we issued warrants to purchase an aggregate of 10,000 shares of common stock at an exercise price of $1.00.

12

QRONS INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

March 31, 2020 and 2019

Note 5 – Convertible Note and Derivative Liabilities (continued)

We recorded interest expenses of $1,486 for the three months ended March 31, 2020 in respect of the aforementioned notes.

The convertible notes qualify for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The derivative liability of the $80,000 convertible notes was calculated using the Black-Scholes pricing model to be $72,689.

The carrying value of these convertible notes is as follows:

	March 31, 2020			December 31, 2019
Face value of certain convertible notes	$	80,000		$	70,000
Less: unamortized discount		(63,354	)		(63,829	)
Carrying value	$	16,646		$	6,171

Amortization of the discount during the three months ended March 31, 2020 totaled $8,390 which amounts have been recorded as interest expense. 

As a result of the application of ASC No. 815 for the three months ended March 31, 2020 and the year ended December 31, 2019, the fair value of the conversion feature is summarized as follows:

Balance at December 31, 2018	$	-
Derivative addition associated with convertible notes		64,774
Change in fair value		(12,589	)
Balance at December 31, 2019		52,185
Derivative addition associated with convertible notes		7,915
Change in fair value		2,745
Balance at March 31, 2020	$	62,845

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 March 31, 2020 and December 31, 2019 and the commitment date:

	Commitment Date		March 31, 2020			December 31, 2019
Expected dividends		0		0			0
Expected volatility	154% ~173%		177% ~ 183%				156	%
Expected term	2.10 year		1.83 ~ 1.91 year			2 year
Risk free interest rate	1.42 ~ 1.65%			0.23	%		1.58	%

Note 6 – 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. The advance remains outstanding at March 31, 2020 and December 31, 2019.

13

QRONS INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

March 31, 2020 and 2019

Note 7 – Related Party Transactions

(1) 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. We recorded interest expenses of $1,008 for the three months ended March 31, 2020. As of March 31, 2020, and December 31, 2019, the unpaid interest balance under Accounts payable and accrued liabilities – related party was $3,671 and $2,663, respectively.

(2) Advances from Related Parties

During the year ended December 31, 2019, the Company received $135,000 from Jonah Meer, its Chief Executive Officer, in the form of an unsecured, demand, non-interest bearing, short term advance to help meet its operating needs. During the three months ended March 31, 2020, the Company received an additional $35,000 from Jonah Meer.

On August 20, 2019, the Company received $50,000 from Ido Merfeld, its President, in the form of an unsecured, demand, non-interest bearing, short term advance to help meet its operating needs. During the three months ended March 31, 2020, the Company received an additional $10,000 from Ido Merfeld.

During the three months ended March 31, 2020, the Company received $10,000 from CubeSquare, of which its Chief Executive Officer is the managing partner and its President is a 25% owner, in the form of an unsecured, demand, non-interest bearing, short term advance to help meet its operating needs.

(3) Others

During the year ended December 31, 2019, Jonah Meer, the Company’s Chief Executive Officer, made payments to various vendors in the accumulated amount of $25,642. During the three months ended March 31, 2020, Jonah Meer, the Company’s Chief Executive Officer, made payments to various vendors in the accumulated amount of $3,664, and repaid in cash of $2,092. The balance of $27,214 is reflected in accounts payable, related party.

During the year ended December 31, 2019,Ido Merfeld, the Company’s President, made payments to various vendors in the accumulated amount of $1,169.  The balance of $11,169 is reflected in accounts payable, related party.

Note 8 – License and Research Funding Agreement / Royalty Agreement

On December 14, 2016, the Company entered into a license agreement with Ariel (the “License Agreement”) 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.

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 was 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 remained subject to the terms of the License Agreement and the occurrence of an Exit Event. . In addition, the Addendum provided that Ariel may not request a demand registration until the balance of the shares subject to the warrant was exercised.

In addition to the other payments, the Company was obligated to pay Ariel upon the occurrence of the following milestone events, additional payments within 6 months of completion of the milestone:

14

QRONS INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

March 31, 2020 and 2019

Note 8 – License and Research Funding Agreement / Royalty Agreement (continued)

-  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 was 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 a Services Agreement (the “First Services Agreement”) pursuant to which a team at Ariel University, with  Professor Danny Baranes as Principal Investigator, 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 First Services Agreement was amended (the “First Amendment”) 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 (the “Second Services Agreement”) 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 First Services Agreement (the "Second Amendment") with Ariel to extend the term thereof for an additional twelve-month period until December 14, 2019. Pursuant to the Second Amendment, the Company paid Ariel $17,250 on each of December 28, 2018 and June 24, 2019. All other terms and conditions of the Services Agreement not amended remain in effect.

On December 8, 2019, the Company further amended the First Services Agreement with Ariel (the "Third Amendment") to extend the term thereof for an additional twelve-month period until December 14, 2020.  Pursuant to the Third Amendment, the Company paid Ariel $17,250 on January 13, 2020 and is obligated to pay Ariel an additional $17,250 by May 1, 2020 All other terms and conditions of the First Services Agreement not amended remain in effect.

On July 12, 2018, the Company entered into a one-year sponsored research agreement (the “Sponsored Research Agreement”) with the Trustees of Dartmouth College (“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 retains 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.  On November 4, 2019, the parties entered into an amendment to the Sponsored Research Agreement to extend the term of the Agreement through July 14, 2020.

On November 30, 2019, the Company entered into a royalty and license fee sharing agreement (the “Royalty Agreement”) with Ariel which, among other things, supersedes and terminates the License Agreement. Certain services agreements related to laboratory access and other services are not affected by such termination.

From and after the occurrence of an Exit Event, as such term is described in the Royalty Agreement, including an underwritten public offering of the Company’s shares with proceeds of at least $25 million, a consolidation, merger or reorganization of the Company, and a sale of all or substantially all of the shares and/or the assets of the Company, Ariel has the right to require the Company to issue  up to 3% of the issued and outstanding shares of common stock of the Company at the time Ariel exercises such right.

15

QRONS INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

March 31, 2020 and 2019

Note 9 – Intellectual Property License Agreement

On October 2, 2019, the Company entered into an Intellectual Property License Agreement (the “Agreement”) with the Trustees of Dartmouth College (“Dartmouth”) pursuant to which, effective September 3, 2019 (the Effective Date”), Dartmouth granted the Company an exclusive world-wide license under the patent application entitled “Mechanically Interlocked Molecules-based Materials for 3D Printing” in the field of human and animal health and certain additional patent rights to use and commercialize licensed products and services. The license grant includes the right of the Company to sublicense to third parties subject to the terms of the Agreement. Dartmouth has reserved certain rights in its intellectual property for educational and research purposes.

As consideration for the license grant, the Company will pay Dartmouth: (i) a license issue fee of $25,000; (ii) an annual license maintenance fee of $25,000, commencing on the first anniversary of the Effective Date until the date of the first commercial sale of a licensed product or service; (iii) an earned royalty of 2% of net sales (as defined in the Agreement) of licensed products and services by the Company or a  sublicensee; (v)15% of all consideration received by the Company under a sublicense; and (vi) beginning as of the date of the first commercial sale, an annual minimum royalty payment of $500,000 in the first calendar year after the first commercial sale, $1,000,000 in the second calendar year, and $2,000,000 in the third calendar year and each year thereafter.

The Company will also reimburse Dartmouth for all patent preparation, filing, maintenance and defense costs.

Under the Agreement, the Company must diligently proceed with the development, manufacture and sale of licensed products and licensed services, including funding at least $1,000,000 of research in each calendar year beginning in 2019 and ending with the first commercial sale of a licensed product; filing an IND/BLA (or equivalent) with the FDA or a comparable European regulatory agency before the four-year anniversary of the Effective Date, make the first commercial sale of a licensed product before the twelve-year anniversary of the Effective Date and achieve annual net sales of at least $50,000,000 by 2033. If the Company fails to perform any of these obligations, Dartmouth has the option to terminate the Agreement or change the exclusive license to a nonexclusive license. Failure to timely make any payment due under the Agreement will result in interest charges to the Company of the lower of 10% per year or the maximum amount of interest allowable by applicable law.

The Agreement may be terminated by Dartmouth if the Company is in material breach of the Agreement which is not cured after 30 days of notice thereof or if the Company becomes insolvent. Dartmouth may terminate the Agreement if the Company challenges a Dartmouth patent or does not terminate a sublicensee that challenges a Dartmouth patent, except in response to a valid court or governmental order. The Company may terminate the Agreement at any time upon six months written notice to Dartmouth.

If the Company or any sublicensee or affiliate institutes or participates in a licensed patent challenge, the then current earned royalty rate for licensed products covered by Dartmouth patents will automatically be increased to three times the then current earned royalty rate.

The Agreement also includes indemnification and insurance requirements by the Company and customary confidentiality provisions.

The Company recorded the $25,000 license fee under prepaid expenses, which amount shall be expensed ratably over the initial one-year term of the Agreement.

16

QRONS INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

March 31, 2020 and 2019

Note 10 – Commitments

(1)   Service Agreement with Ariel Scientific Innovations Ltd.

On December 14, 2017, the Company entered into the First Services Agreement pursuant to which a team at Ariel with Prof. Danny Baranes, as Principal Investigator, will conduct molecular biology research activities involving the testing of implant materials for the Company. As compensation for the services provided, the Company paid Ariel $17,250 on each of December 19, 2017 and April 26, 2018.

On April 12, 2018, the First Services Agreement was amended to provide for the payment by the Company of an additional monthly fee, commencing March 31, 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 First Services Agreement with Ariel (the "Second Amendment") to extend the term thereof for an additional twelve-month period until December 14, 2019. Pursuant to the Second Amendment, the Company paid Ariel $17,250 on each of December 28, 2018 and June 24, 2019. All other terms and conditions of the Services Agreement not amended remain in effect.

On December 8, 2019, the Company further amended the First Services Agreement with Ariel (the "Third Amendment") to extend the term thereof for an additional twelve-month period until December 14, 2020. Pursuant to the Third Amendment, the Company paid Ariel $17,250 on January 13, 2020 and is obligated to pay Ariel an additional $17,250 by May 1, 2020 All other terms and conditions of the First Services Agreement not amended remain in effect.

During the three months ended March 31, 2020 and 2019, $8,625 were expensed, and the remaining $7,187 (December 31, 2019 - $15,812), 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 the Second Services 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 Second 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 the Second 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 paid 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. The agreement was not renewed upon expiration.

During each of the three-month periods ended March 31, 2020 and 2019, $10,290 was expensed.

17

QRONS INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

March 31, 2020 and 2019

Note 10 – Commitments

(3)   Science Advisory Board Member Consulting Agreements (the " Consulting 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 and Business Advisory Board as described below, and the Company and Advisors have entered into Consulting 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.

(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 Mr. Hilman for his continuing service on the Company's Advisory Board.

18

QRONS INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

March 31, 2020 and 2019

Note 10 – Commitments

(4)   Business Advisory Board Agreement (continued)

On September 18, 2019, the Company entered into a one-year advisory board member consulting agreement with Derrick Chambers under which Mr. Chambers 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 25,000 shares of its common stock to Mr. Chambers under its 2016 Stock Option and Stock Award Plan, which shares were fully vested and recorded as advisory services on issuance.

On February 10, 2020, the Company entered into a one-year advisory board member consulting agreement with Michael Maizel under which Mr. Maizel 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 granted an option to purchase 50,000 shares of common stock under the 2016 Stock Option and Award Plan subject to certain vesting terms.

 (5)    Investor Relations Agreement

On August 8, 2019, the Company entered into a six-month services agreement with PCG Advisory, Inc. ("PCG") under which agreement 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 on August 8, 2019. 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 notified PCG in March 2020 that it currently was not renewing the agreement.

 (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 retains 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, $18,147 on December 17, 2018 and  $18,146 on June 20, 2019.

On November 4, 2019, the parties entered into an amendment to the Sponsored Research Agreement to extend the term of the Agreement through July 14, 2020. The Company funded $37,790 on November 4, 2019, $18,895 on December 1, 2019 and $18,895 on June 1, 2020.

During the three months ended March 31, 2020 and 2019, $18,895 and $18,147 were expensed, respectively, and the remaining $3,150 (December 31, 2019 - $22,045), which amount is reflected on the Company's balance sheets as prepaid expenses, will be expensed in the applicable period.

19

QRONS INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

March 31, 2020 and 2019

Note 11 – 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 January 28, 2019, the Company issued 30,000 shares to Pavel Hilman under its 2016 Stock Option and Stock Award Plan which shares were fully vested and recorded as advisory services on issuance of common stock to Pavel Hilman for his continuing service on the Company's Board of Advisors.

In connection with a Term Sheet, on July 1, 2019, 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, provided Dr. Bonfiglio is in the employ of the Company on such date. Mr. Bonfiglio was terminated, effective November 30, 2019.  All unvested stock awards were terminated on such date.

On September 18, 2019, the Company awarded 25,000 shares of common stock to Derrick Chambers, a member of its advisory board, under its 2016 Stock Option and Stock Award Plan, which shares were fully vested and recorded as advisory services on issuance.

	March 31,			March 31,
	2020			2019
Number of shares vested in period			-			30,000
Weighted average fair market value per share		$	-		$	1.25
Stock based compensation recognized		$	-		$	37,500

Stock Options:

(a)   Stock Options granted to Science Advisors and Business 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.

20

QRONS INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

March 31, 2020 and 2019

Note 11 – Stock Plan (continued)

Stock Options: (continued)

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

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.  

On July 1, 2019, 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 33,334 shares of common stock, exercisable on July 1, 2019 at an exercise price of $2.00 per share (ii) an option to purchase 33,333 shares of common stock exercisable on July 1, 2020 at an exercise price of $2.00 per share, and (iii) an option to purchase 33,333 shares of common stock exercisable on July 1, 2021 at an exercise price of $2.00 per share, provided the advisor is still providing services to the Company.  

On February 10, 2020 the Company granted three-year options to purchase an aggregate of 50,000 shares of its common stock at an exercise price of $2.00 per share, to Michael Maizels for serving as a Business Advisor. 25,000 of such shares subject to the option were immediately exercisable and expire on February 10, 2023, and 25,000 shares vest on February 10, 2021 and expire on February 10, 2024.

(b)   Stock Options granted to Employees:

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.  On March 23, 2020, the Company accelerated the vesting provision such that options previously vesting on December 10, 2020 shall vest immediately with an expiration date of March 23, 2023.

21

QRONS INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

March 31, 2020 and 2019

Note 11 – Stock Plan (continued)

Stock Options: (continued)

(b)   Stock Options granted to Employees: (continued)

On December 10, 2019, 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, 2019 at an exercise price of $2.00 per share (ii) an option to purchase 33,333 shares of common stock exercisable on December 10, 2020 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, 2021 at an exercise price of $2.00 per share, provided the advisor is still providing services to the Company.  On March 23, 2020, the Company accelerated the vesting provision such that options previously vesting on December 10, 2020 and December 10, 2021 shall vest immediately with an expiration date of March 23, 2023.

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

	Three Months ended
	March 31,
	2020		2019
Research and development expenses	$	67,554	$	45,442

As of March 31, 2020, and December 31, 2019, total unrecognized compensation remaining to be recognized in future periods totaled $63,599 and $105,683 respectively.

(c)   Stock Options granted to Officers:

On June 25, 2019, the Company appointed John N. Bonfiglio, PhD as its chief operating officer, effective July 1, 2019. As compensation, Dr. Bonfiglio was granted a three-year stock option to purchase 100,000 shares of common stock at an exercise price of $2.00 per share, 50,000 of which shares  vested 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. If the Company raised 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. Mr. Bonfiglio was terminated as chief operating officer as of November 30, 2019.  Accordingly, all unvested stock options terminated on such date.

On December 10, 2019, 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.

22

QRONS INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

March 31, 2020 and 2019

Note 11 – Stock Plan (continued)

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

	Three Months ended
	March 31,
	2020		2019
General and administrative expenses	$	-	$	-

As of March 31, 2020, and December 31, 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 ~ 186.80%
Risk-free interest rate	1.36% ~ 2.68%
Expected life (years)	3 ~ 5
Stock Price	$	0.62 ~ 2.80
Exercise Price	$	0.40 ~ 2.00

A summary of the activity for the Company's stock options at March 31, 2020 and December 31, 2019, is as follows:

	March 31, 2020				December 31, 2019
			Weighted Average				Weighted Average
	Shares		Exercise Price		Shares		Exercise Price
Outstanding, beginning of period		2,515,000	$	1.97		1,615,000	$	1.97
Granted		50,000	$	2		950,000	$	2
Exercised		-	$	-		-	$	-
Canceled			$	2		(50,000	$	2
Outstanding, end of period		2,565,000	$	1.987		2,515,000	$	1.987
Options exercisable, end of period		2,423,335	$	1.98		2,331,669	$	1.98
Options expected to vest, end of period		141,665	$	1.98		183,331	$	1.98
Weighted average fair value of options granted			$	1.60			$	1.62

Note 12 – 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.

23

QRONS INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

March 31, 2020 and 2019

Note 12 – Capital Stock (continued)

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 onall 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 March 31, 2020 and December 31, 2019.

Common Stock

Common stock issued during the three months ended March 31, 2020.

None.

Common Stock issuances during the year ended December 31, 2019

During the year ended December 31, 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 (Note10 (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.

On July 1, 2019, the Company issued 37,500 shares to its Chief Operating Officer (Note 10 (3)). The shares were valued at fair market value on the date of issuance for a total of $49,125 or $1.31 per share.

On August 8, 2019, the Company issued 50,000 shares for advisory services (Note 10 (7)). The shares were valued at fair market value on the date of issuance for a total of $74,500 or $1.49 per share.

On September 18, 2019, the Company issued 25,000 shares for advisory services (Note 10(4)). The shares were valued at fair market value on the date of issuance for a total of $40,250 or $1.61 per share.

During the year ended December 31, 2019, the Company received a warrant exercise notice for a warrant to purchase 52,000 shares of common stock from a subscriber and issued 9,980 shares of common stock on a cashless exercise basis as per the cashless exercise formula contained in the warrant.

There was a total of 13,089,789 shares of common stock issued and outstanding as of March 31, 2020 and December 31, 2019.

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QRONS INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

March 31, 2020 and 2019

Note 12 – Capital Stock (continued)

Common Stock Purchase Warrants

As of March 31, 2020 and December 31, 2019, the following common stock purchase warrants were outstanding:

	Warrants				Weighted Average Exercise Price
Outstanding – December 31, 2018	52,000		(1)	$	0.40
Granted	70,000		(3)		1.00
Forfeited/Canceled	-				-
Exercised	(52,000	)	(2)		0.40
Outstanding – December 31, 2019	70,000				1.00
Granted	10,000		(4)		1.00
Forfeited/Canceled	-				-
Exercised	-				-
Outstanding – March 31, 2020	80,000			$	1.00

(1) Each two shares of common stock purchased in a private placement offering included one warrant to purchase an additional share of common stock at an exercise price of $0.40.

(2) During the year ended December 31, 2019, investors exercised warrants to purchase an aggregate of 52,000 shares of common stock and received 9,980 shares for exercises on a cashless basis.

(3) During the year ended December 31, 2019, the Company granted convertible notes holders accumulated 70,000 stock purchase warrants at an exercise price of $1.00. The fair value of the aforementioned warrants was $36,410 and recorded as financing cost.

(4) During the three months ended March 31, 2020, the Company granted a convertible note holder 10,000 stock purchase warrants at an exercise price of $1.00. The fair value of the aforementioned warrants was $3,400 and recorded as financing cost.

In accordance with authoritative accounting guidance, the fair value of the outstanding common stock purchase 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	97.90~155.19%
Risk-free interest rate	0.37~1.72%
Expected life (years)	2.71~5.00
Stock Price		$0.25 ~ $0.65
Exercise Price		$0.40 ~ $1.00

25

QRONS INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

March 31, 2020 and 2019

Note 13 – Other Events

Due to the uncertainty caused by the current COVID-19 pandemic, on March 23, 2020, the Company gave 30 days’ notice of termination of employment to its employees. Further, as a result of such pandemic, the laboratory at Ariel has been closed and Professor Chenfeng Ke’s research laboratory at Dartmouth has been closed since approximately mid-March 2020.  We are currently continuing lab research offsite, compiling test results and working on perfecting our intellectual property. We also recently entered into an agreement with Dartmouth for the allocation of rights resulting from certain 3D printing research under a research grant from the State of New Hampshire. However, we do not currently know the full affect of COVID-19 on our operations or the extent of potential delays of research under our service and research agreements.

Note 14 – Subsequent Events

On April 21, 2020 the Company received $5,000 as a forgivable small business loan upon submission of a successful application to the Federal government as a result of the COVID 19 pandemic.  The funds are intended to provide temporary economic relief to businesses that are impacted by the pandemic.

The Company has evaluated events for the period from March 31, 2020 through the date of the issuance of these financial statements and determined that there are no additional events requiring disclosure.

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

This Quarterly Report on Form 10-Q 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 ("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 March 31, 2020 and the notes thereto appearing elsewhere in this Report and the Company's audited financial statements for the fiscal year ended December 31, 2019, as filed with the SEC in its Annual Report on Form 10-K on March 30, 2020, 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 focused on achieving 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”), 3D printable implant, smart materials and a novel delivery system.

To date, the Company has two product candidates for treating penetrating and non-penetrating (concussion-like) TBIs, both integrating proprietary, anti-brain inflammation synthetic hydrogel and modified MSCs.  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 entered into an intellectual property license agreement (the “Intellectual Property Agreement”) with Dartmouth pursuant to which Dartmouth granted the Company an exclusive worldwide, royalty bearing license for such 3D printable materials in the field of human and animal health and certain additional patent rights to use and commercialize licensed products and services.

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 is the sole owner of any intellectual property developed from such research.

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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. The Company currently outsources all professional services to third parties in an effort to maintain lower operational costs.

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.  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".

Intellectual Property Agreement with Dartmouth

Pursuant to an option agreement with Dartmouth entered into on October 17, 2017, on October 2, 2019 the Company entered into the Intellectual Property Agreement pursuant to which, effective September 3, 2019 (the Effective Date”), Dartmouth granted the Company an exclusive world-wide license under the patent application entitled “Mechanically Interlocked Molecules-based Materials for 3D Printing” in the field of human and animal health and certain additional patent rights to use and commercialize licensed products and services. The license grant includes the right of the Company to sublicense to third parties subject to the terms of the Agreement.

The Company will pay Dartmouth: (i) a $25,000 license issue fee; (ii) an annual license maintenance fee of $25,000, commencing on the first anniversary of the Effective Date until the first commercial sale of a licensed product or service; (iii) an earned royalty of 2% of net sales (as defined in the Agreement) of licensed products and services by the Company or a sublicensee; (iv) 15% of consideration received by the Company under a sublicense; and (v) beginning as of the first commercial sale, an annual minimum royalty payment of $500,000 in the first calendar year after the first commercial sale, $1,000,000 in the second calendar year, and $2,000,000 in the third calendar year and each year thereafter. The Company will also reimburse Dartmouth for all patent preparation, filing, maintenance and defense costs.

Under the Agreement, the Company must diligently proceed with the development, manufacture and sale of licensed products and licensed services, including funding at least $1,000,000 of research in each calendar year beginning in 2019 and ending with the first commercial sale of a licensed product; filing an IND/BLA (or equivalent) with the FDA or a comparable European regulatory agency before the four-year anniversary of the Effective Date, make the first commercial sale of a licensed product before the twelve-year anniversary of the Effective Date and achieve annual net sales of at least $50,000,000 by 2033. If the Company fails to perform any of these obligations, Dartmouth has the option to terminate the Agreement or change the exclusive license to a nonexclusive license.

Failure to timely make any payment due under the Agreement will result in interest charges to the Company of the lower of 10% per year or the maximum amount of interest allowable by applicable law.

The Agreement may be terminated by Dartmouth if the Company is in material breach of the Agreement which is not cured after 30 days of notice thereof or if the Company becomes insolvent. Dartmouth may terminate the Agreement if the Company challenges a Dartmouth patent or does not terminate a sublicensee that challenges a Dartmouth patent, except in response to a valid court or governmental order. The Company may terminate the Agreement at any time upon six months written notice to Dartmouth.

If the Company or any sublicensee or affiliate institutes or participates in a licensed patent challenge, the then current earned royalty rate for licensed products covered by Dartmouth patents will automatically be increased to three times the then current earned royalty rate.

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Sponsored Research Agreement with Dartmouth

On July 12, 2018, the Company entered into a one-year Sponsored Research Agreement with Dartmouth (the “Sponsored Research Agreement”) 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. 

On November 4, 2019, the Company and Dartmouth entered in the First Amendment to the Sponsored Research Agreement to extend the term of the Agreement and provide for an additional year of funding through July 14, 2020.

Royalty and License Fee Sharing Agreement with Ariel

On November 30, 2019, the Company entered into a royalty and license fee sharing agreement (the “Royalty Agreement”) with Ariel which, among other things, superseded and terminated the license and research funding agreement, dated December 14, 2016, as amended, between the Company and Ariel (the “License Agreement”). Services agreements with Ariel (as described below) related to laboratory access and other services were not affected by such termination.

From and after the occurrence of an Exit Event, as such term is described in the Royalty Agreement, including an underwritten public offering of the Company’s shares with proceeds of at least $25 million, a consolidation, merger or reorganization of the Company, and a sale of all or substantially all of the shares and/or the assets of the Company, Ariel has the right to require the Company to issue  up to 3% of the then issued and outstanding shares of common stock of the Company. The issuance of any such shares in the future will result in dilution to the interests of other stockholders.

In consideration for the parties’ agreement to terminate the License Agreement and for future general scientific collaboration between the parties, the Company agreed to pay Ariel  a royalty of 1.25% of net sales (as defined in the Royalty Agreement) of products sold by the Company, or its affiliates and licensees for fifteen years from the first commercial sale in a particular country.

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Services Agreements with Ariel

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, with Professor Danny Baranes acting as Principal Investigator, will conduct molecular biology research activities involving the testing of implant materials for the Company. If Professor 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 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. Effective March 6, 2019, this additional service agreement was amended to extend the term for an additional twelve-month period until March 6, 2020 for total compensation of $41,160 to be paid to Ariel in quarterly installments of $10,290 commencing on the execution of the amendment and on each of June 1, 2019, September 1, 2019 and December 1, 2019.

Plan of Operations

To date, we have two product candidates for treating penetrating and non-penetrating (concussion-like) TBIs. 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 completed animal in-vivo efficacy experiments with QS200TM for treating concussions and other diffused axonal injuries. Subject to the impact of the COVID-19 pandemic as described below, in the next 12 months, we 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. As our research progresses, if and when we achieve functional supporting results, we intend to file for additional patents.

However, there is substantial doubt that we can continue as an on-going business unless we obtain additional capital to pay our expenditures. We have not generated revenues from the sales of products and we do not currently have sufficient resources to accomplish all of the conditions necessary for us to generate revenue. We will continue exploring sources of debt and equity financings as well as available grants.

Covid-19 Pandemic

We rely on our employees and, our agreements with Ariel and Dartmouth, for our research and development. The recent COVID-19 pandemic could have an adverse impact on the research and development of our product candidates. As a result of such pandemic, the laboratory at Ariel has been closed and Professor Chenfeng Ke’s research laboratory at Dartmouth has been closed since approximately mid-March 2020.  We are currently continuing lab research offsite, compiling test results and working on perfecting our intellectual property. We also recently entered into an agreement with Dartmouth for the allocation of rights resulting from certain 3D printing research under a research grant from the State of New Hampshire. However, we do not currently know the full affect of COVID-19 on our operations or the extent of potential delays of research under our service and research agreements.

COVID-19 has also caused significant disruptions to the global financial markets, which severely impacts our ability to raise additional capital. We gave 30- days’ notice of termination of employment to our employees on March 23, 2020 in an effort to conserve resources as we evaluate our business development efforts.  We may be required to substantially reduce operations or cease operations if we are unable to finance our operations. The ultimate impact on us and our significant contracted relationships is currently uncertain.

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The full impact of the COVID-19 outbreak continues to evolve as of the date of this report, is highly uncertain and subject to change. Management is actively monitoring the situation but given the daily evolution of the COVID-19 outbreak, the Company is not currently able to estimate the effects of the COVID-19 outbreak on its operations or financial condition. However, while significant uncertainty remains, the Company believes it is likely that the COVID-19 outbreak will have a negative impact on its ability to raise additional financing and will result in delays as it continues to impact the Company’s workforce and its collaborative development efforts.

Results of Operations

Three Months Ended March 31, 2020 and March 31, 2019

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 three months ended March 31, 2020 and March 31, 2019 is as follows:

	For Three Months Ended
	March 31,
	2020			2019
Net sales	$	-			-
Operating expenses:
Research and development expenses		171,568			165,154
Professional fees		23,624			15,586
General and administrative expenses		23,746			82,774
Total operating expenses		218,938			263,514
Income (loss) from operations		(218,938	)		(263,514	)
Other income (expense)
Interest expense		(14,284	)		(496	)
Change in derivative liabilities		(6,910	)		2,549
Total other income (expense)		(21,194	)		2,053
Net (loss)	$	(240,132	)		(261,461	)

Operating Expenses

Total operating expenses for the three months ended March 31, 2020 were $218,938 compared to total operating expenses of $263,514 for the three months ended March 31, 2019. During the three months ended March 31, 2020, the Company incurred $171,568 of research and development expenses which included payroll of $57,314, service fees related to certain research and development agreements of $76,179, fees associated with a sponsored research agreement of $29,185, legal and filing fees related to patents of $587, purchases of expendable lab supplies and equipment of $312 and technology licensing fees of $7,991, compared to $165,154 of research and development expenses which included payroll of $52,192, service fees related to certain research and development agreements of $60,044, fees associated with a sponsored research agreement of $18,146, legal and filing fees related to patents of $17,838, software fees of $1,374 and purchases of expendable lab supplies and equipment of $15,560.The Company incurred general and administrative expenses of $23,746 for the three months ended March 31, 2020 compared to general and administrative expenses of $82,774 for the three months ended March 31, 2019. The substantial decrease in general and administrative expense during the three months ended March 31, 2020 was primarily due to a decrease in stock-based compensation costs from $37,500 in the three months ended March 31, 2019 to $0 in the three months ended March 31, 2020 , and a reduction in advertising and marketing costs from $48,387 in the three months ended March 31, 2019 to $19,500 in the  three months ended March 31, 2020.Professional fees were $23,624 for the three months ended March 31, 2020, which reflect an increase in professional accounting fees in the three months ended March 31, 2020 compared to professional fees of $15,586 during the three months ended March 31, 2019. Other expense in the three months ended March 31, 2020 was $21,194 and included a loss of $6,910 as a result of the change in value of  derivative liabilities and interest expense of $14,284 which is comprised of accretion of  convertible notes of $8,390, financing costs of $3,400 and accrued interest on notes of $2,494. Other income of $2,053 in the three months ended March 31, 2019, includes a gain of $2,549 as a result of the change in value of derivative liabilities over the three months ended March 31, 2019, and interest expenses of $496.

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We had a net loss of$240,132 in the three months ended March 31, 2020 compared to a net loss of $261,461 in the three months ended March 31, 2019.

Working Capital

	March 31, 2020		December 31, 2019
Current Assets	$	49,811	$	123,290
Current Liabilities		727,111		631,412
Working Capital (deficiency)	$	677,300	$	508,122

Cash Flows

	At March 31, 2020			At March 31, 2019
Net cash (used in) operating activities	$	(109,064	)		(135,102	)
Net cash provided by investing activities		-			-
Net cash provided by financing activities	$	65,000			40,000
Net increase (decrease) in cash during period		(44,064	)		(95,102	)

Operating Activities

Net cash used in operating activities was $109,064 for the three months ended March 31, 2020 compared to $135,102 for the three months ended March 31, 2019.  Cash used in operating activities for the three months ended March 31, 2020 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 $67,554, warrants granted as financing costs valued at $3,400, accretion of debt discount of $8,390, a change in our derivative liabilities of $6,910 and changes to our operating assets and liabilities including a decrease to prepaid expenses of $29,415 and increases to our accounts payable and accounts payable – related parties.  Cash used in the three months ended March 31, 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 $45,442, stock awards totaling $37,500, a gain from the change in derivative liabilities of $2,549 and changes to our operating assets and liabilities including an increase to prepaid expenses of $30,378 and increases to our accounts payable and accounts payable-related parties.

Investing Activities

There were no investing activities during the three months ended March 31, 2020 and 2019.

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Financing Activities

Net cash provided by financing activities was $65,000 for the three months ended March 31, 2020 compared to $40,000 for the three months ended March 31, 2019. We received no proceeds from private placement offerings in the three months ended March 31, 2020 as compared to $40,000 in the three months ended March 31, 2019. During the three months ended March 31, 2020 we received $55,000 in proceeds from related parties in the form of short-term advances from our officers with no comparative transactions during the three months ended March 31, 2019.  During the three months ended March 31, 2020 we also received $10,000 in the form of convertible notes with no similar financing in the three months ended March 31, 2019.

Liquidity and Capital Resources

As of March 31, 2020, we had cash of $22,961. 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 expect to incur increasing operating expenses. We will require substantial additional funds for operations, the service of debt and to fund our business objectives. There can be no assurance that financing, whether debt or equity, will 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. If additional funds are raised by the issuance of equity securities, such as through the issuance and exercise of warrants, then existing stockholders will experience dilution of their ownership interest. If additional funds are raised by the issuance of debt or other equity instruments, we may be subject to certain limitations in our operations, and issuance of such securities may have rights senior to those of the then existing stockholders. We currently have no agreements, arrangements or understandings with any person or entity to obtain funds through bank loans, lines of credit or any other sources.  Additionally, the continued spread of COVID-19 and uncertain market conditions will limit the Company’s ability to access capital. Without additional financing, we do not believe our resources will be sufficient to meet our operating and capital needs beyond the second quarter of 2020.

Going Concern

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, does not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might 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, 2019 includes an explanatory paragraph stating the Company has not generated revenues sufficient to cover operating expenses and will need additional capital to service its debt obligations. Also, if the Company is unable to obtain adequate capital due to the continued spread of COVID-19, the Company may be required to further reduce the scope, delay, or eliminate some or all of its planned operations. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

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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.

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 $171,568 and $165,154 for the three months ended March 31, 2020 and 2019, respectively.

Stock-Based Compensation and Other Share-Based Payments: The expense attributable to the Company's directors is recognized over the period in which the amounts are earned and vested, and the expense attributable to the Company's non-employees is recognized when vested, as described in Note 11, Stock Plan.

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 and expenses the fair value as financing costs.  

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 March 31, 2020, 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.

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Our internal controls and procedures 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 GAAP to assist us in the preparation of our financial statements to ensure that these financial statements are prepared in conformity with 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 continue to reassess this matter  to determine whether improvement in segregation of duty is feasible. In addition, we would need to expand our board to include independent members.

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.

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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

Except as set forth below, 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.

As compensation for serving on the Company’s Advisory Board, on February 10, 2020, we issued options to purchase an aggregate of 50,000 shares of our common stock at an exercise price of $2.00 per share to Michael Maizels. 25,000 of such shares were exercisable upon grant and expire on February 10, 2023 and 25,000 shares vest and become exercisable on February 10, 2021 and expire on February 10, 2024.

On February 19, 2020, in connection with the issuance of an 8% convertible note in the principal amount of $10,000 to an accredited investor in a private offering, we issued a five-year warrant to purchase an aggregate of 10,000 shares of common stock at an exercise price of $1.00.

The above issuances did not involve any underwriters, underwriting discounts or commissions, or any public offering and we believe is exempt from the registration requirements of the Securities Act of 1933 by virtue of Section 4(2) thereofand/or Regulation D promulgated thereunder.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

Exhibit Number	Exhibit
31	Certification of the Principal Executive Officer and Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32	Certification of the Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer) pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)
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

36

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: May 15, 2020	By:	/s/Jonah Meer
		Name: Jonah Meer
		Title: Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer)

37

EX-31.1

Exhibit 31

Certification Pursuant to pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended

I, Jonah Meer, (Principal Executive Officer and Principal Financial and Accounting Officer), certify that:

1. I have reviewed this quarterly report on Form 10-Q of Qrons Inc. (the "Company);

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.  As the registrant's certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15-d-15 (f) for the registrant and I have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls        and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the period covered by this report that has materially affected, or     is reasonably likely to materially affect, the registrant's internal control over financial reporting.

5.  As the registrant's certifying officer, I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 15, 2020	By:	/s/ Jonah Meer
		Name: Jonah Meer
		Title: Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer)

EX-32.1

Exhibit 32

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Jonah Meer, Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer) of Qrons Inc. (the "Company"), certifies, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350) that, to his knowledge, the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (the "Report"):

(1)fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/Jonah Meer

Jonah Meer

Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and

Principal Financial and Accounting Officer)

Date: May 15, 2020

XML

Summary of Significant Accounting Policies (Details 1) - shares	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
Potentially dilutive securities net loss per share	3,357,423	3,239,501
Research Warrants at 3% of issued and outstanding shares [Member]
Potentially dilutive securities net loss per share	392,694	392,694
Convertible Notes [Member]
Potentially dilutive securities net loss per share	319,029	261,107
Series A Preferred shares [Member]
Potentially dilutive securities net loss per share	700	700
Stock options vested [Member]
Potentially dilutive securities net loss per share	2,423,335	2,331,669
Stock options not yet vested [Member]
Potentially dilutive securities net loss per share	141,665	183,331
Stock purchase warrants [Member]
Potentially dilutive securities net loss per share	80,000	70,000

XML

Convertible Note and Derivative Liabilities (Tables)

3 Months Ended

Mar. 31, 2020

Notes to Financial Statements

Schedule of convertible notes derivative liabilities

	March 31, 2020			December 31, 2019
Face value of certain convertible notes	$	80,000		$	70,000
Less: unamortized discount		(63,354	)		(63,829	)
Carrying value	$	16,646		$	6,171

Schedule of fair value of conversion feature derivative liabilities

Balance at December 31, 2018	$	-
Derivative addition associated with convertible notes		64,774
Change in fair value		(12,589	)
Balance at December 31, 2019		52,185
Derivative addition associated with convertible notes		7,915
Change in fair value		2,745
Balance at March 31, 2020	$	62,845

Schedule of fair value at commitment and re-measurement dates derivative liabilities

	Commitment Date		March 31, 2020			December 31, 2019
Expected dividends		0		0			0
Expected volatility	154% ~173%		177% ~ 183%				156	%
Expected term	2.10 year		1.83 ~ 1.91 year			2 year
Risk free interest rate	1.42 ~ 1.65%			0.23	%		1.58	%

XML

Subsequent Events

3 Months Ended

Mar. 31, 2020

Subsequent Events [Abstract]

Subsequent Events

Note 14 – Subsequent Events

On April 21, 2020 the Company received $5,000 as a forgivable small business loan upon submission of a successful application to the Federal government as a result of the COVID 19 pandemic.  The funds are intended to provide temporary economic relief to businesses that are impacted by the pandemic.

The Company has evaluated events for the period from March 31, 2020 through the date of the issuance of these financial statements and determined that there are no additional events requiring disclosure.

XML

License and Research Funding Agreements (Details Narrative) - USD ($)						1 Months Ended			3 Months Ended
	Aug. 08, 2019	Jul. 10, 2019	Mar. 06, 2018	Dec. 13, 2017	Dec. 14, 2016	Sep. 18, 2019	Apr. 23, 2018	Jan. 23, 2018	Mar. 31, 2020	Mar. 31, 2019
License and Research Funding Agreements (Textual)
Research and development costs									$ 171,568	$ 165,154
Shares issued for advisory services, value	50,000	37,500				25,000	75,000	10,000
Shares issued, value	$ 74,500	$ 49,125				$ 40,250		$ 28,000		$ 40,000
License and research funding agreement compensation paid, description			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.						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.
Licensing Agreements [Member]
License and Research Funding Agreements (Textual)
Total amount of fund for research during research period					$ 100,000
Warrant exercisable percentage					4.00%
Payments of completion of milestone events, description					Upon successful clinical FDA Phase II completion - $130,000; and Upon successful clinical FDA Phase III completion - $390,000
Payments of completion of milestone events due					6 months
Ariel University [Member]
License and Research Funding Agreements (Textual)
Shares issued for advisory services, value				119,950
Shares issued, value				$ 335,860
Shares issued, percentage				1.00%

XML

Stock Plan (Details 1) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Research and Development Expense [Member]
Stock option compensation allocated expenses	$ 67,554	$ 45,442
General and Administrative Expense [Member]
Stock option compensation allocated expenses

XML

Capital Stock (Details) - $ / shares	3 Months Ended		12 Months Ended
	Mar. 31, 2020		Dec. 31, 2019
Equity [Abstract]
Warrants Outstanding Beginning	70,000		52,000	[1]
Warrants Granted	10,000	[2]	70,000	[3]
Warrants Forfeited/Canceled
Warrants Exercised			(52,000)	[4]
Warrants Outstanding Ending	80,000		70,000
Weighted Average Exercise Price Outstanding Beginning	$ 1		$ 0.40
Weighted Average Exercise Price Granted	1		1
Weighted Average Exercise Price Forfeited/Canceled
Weighted Average Exercise Price Exercised			0.40
Weighted Average Exercise Price Outstanding Ending	$ 1		$ 1

[1] Each two shares of common stock purchased in a private placement offering included one warrant to purchase an additional share of common stock at an exercise price of $0.40.

[2] During the three months ended March 31, 2020, the Company granted a convertible note holder 10,000 stock purchase warrants at an exercise price of $1.00. The fair value of the aforementioned warrants was $3,400 and recorded as financing cost.

[3] During the year ended December 31, 2019, the Company granted convertible notes holders accumulated 70,000 stock purchase warrants at an exercise price of $1.00. The fair value of the aforementioned warrants was $36,410 and recorded as financing cost.

[4] During the year ended December 31, 2019, investors exercised warrants to purchase an aggregate of 52,000 shares of common stock and received 9,980 shares for exercises on a cashless basis.

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2020	May 15, 2020
Document And Entity Information
Entity Registrant Name	Qrons Inc.
Entity Central Index Key	0001689084
Document Type	10-Q
Document Period End Date	Mar. 31, 2020
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Incorporation State Country Code	WY
Entity File Number	000-55800
Is Entity's Reporting Status Current?	Yes
Is Entity Emerging Growth Company?	true
Elected Not To Use the Extended Transition Period	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Common Stock, Shares Outstanding		13,089,789
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2020
Entity Shel Company	false
Entity Interactive Data Current	Yes

XML

Statement of Changes In Stockholders Equity (Deficit) (Unaudited) - USD ($)	Series A Preferred Shares	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2018	$ 2	$ 1,287	$ 5,629,694	$ (5,523,708)	$ 107,275
Balance, shares at Dec. 31, 2018	2,000	12,872,309
Shares issued for stock awards for business advisory services		$ 3	37,497		37,500
Shares issued for stock awards for business advisory services, shares		30,000
Stock option granted to non-employees as research and development costs			45,442		45,442
Shares issued in private placement		$ 4	39,996		40,000
Shares issued in private placement, shares		40,000
Net loss for the year				(261,461)	(261,461)
Balance at Mar. 31, 2019	$ 2	$ 1,294	5,752,629	(5,785,169)	(31,244)
Balance, shares at Mar. 31, 2019	2,000	12,942,309
Balance at Dec. 31, 2019	$ 2	$ 1,309	6,561,047	(7,070,480)	(508,122)
Balance, shares at Dec. 31, 2019	2,000	13,089,789
Stock option granted to non-employees as research and development costs			67,554		67,554
Warrants granted as financing costs			3,400		3,400
Net loss for the year				(240,132)	(240,132)
Balance at Mar. 31, 2020	$ 2	$ 1,309	$ 6,632,001	$ (7,310,612)	$ (677,300)
Balance, shares at Mar. 31, 2020	2,000	13,089,789

XML

Going Concern

3 Months Ended

Mar. 31, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Going Concern

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 of $65,000 during the three months ended March 31, 2020 and $470,000 during the year ended December 31, 2019, respectively, by way of private placement offerings to accredited investors, loans and advances from its officers and directors and third party short term loans, it does not believe its resources will be sufficient to meet its operating and capital needs beyond the second quarter of 2020. 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, and continued support from its officers and directors. 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. In addition, if the Company is unable to obtain adequate capital due to the continued spread of COVID-19, the Company may be required to reduce the scope, delay, or eliminate some or all of its planned operations.

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.

XML

Capital Stock (Details 1) - Measurement Date [Member] - Warrant [Member]	3 Months Ended
	Mar. 31, 2020 $ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Dividend yield	0.00%
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	97.90%
Risk-free interest rate	0.37%
Expected life (years)	2 years 8 months 16 days
Stock Price	$ 0.25
Exercise Price	$ 0.40
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	155.19%
Risk-free interest rate	1.72%
Expected life (years)	5 years
Stock Price	$ 0.65
Exercise Price	$ 1

XML

Convertible Note - Related Party and Derivative Liabilities (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Carrying value	$ 25,000	$ 25,000
Related Party Debt [Member]
Face value of certain convertible notes	25,000	25,000
Less: unamortized discount
Carrying value	$ 25,000	$ 25,000

XML

Convertible Note and Derivative Liabilities (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Carrying value	$ 25,000	$ 25,000
Derivative Liabilities [Member]
Face value of certain convertible notes	80,000	70,000
Less: unamortized discount	(63,354)	(63,829)
Carrying value	$ 16,646	$ 6,171

XML

Unsecured Short-Term Advance from Third Party (Details Narrative) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Debt Disclosure [Abstract]
Unsecured short-term advances	$ 100,000	$ 100,000

XML

Commitments

3 Months Ended

Mar. 31, 2020

Commitments and Contingencies Disclosure [Abstract]

Commitments

Note 10 – Commitments

(1)   Service Agreement with Ariel Scientific Innovations Ltd.

On December 14, 2017, the Company entered into the First Services Agreement pursuant to which a team at Ariel with Prof. Danny Baranes, as Principal Investigator, will conduct molecular biology research activities involving the testing of implant materials for the Company. As compensation for the services provided, the Company paid Ariel $17,250 on each of December 19, 2017 and April 26, 2018.

On April 12, 2018, the First Services Agreement was amended to provide for the payment by the Company of an additional monthly fee, commencing March 31, 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 First Services Agreement with Ariel (the "Second Amendment") to extend the term thereof for an additional twelve-month period until December 14, 2019. Pursuant to the Second Amendment, the Company paid Ariel $17,250 on each of December 28, 2018 and June 24, 2019. All other terms and conditions of the Services Agreement not amended remain in effect.

On December 8, 2019, the Company further amended the First Services Agreement with Ariel (the "Third Amendment") to extend the term thereof for an additional twelve-month period until December 14, 2020. Pursuant to the Third Amendment, the Company paid Ariel $17,250 on January 13, 2020 and is obligated to pay Ariel an additional $17,250 by May 1, 2020 All other terms and conditions of the First Services Agreement not amended remain in effect.

During the three months ended March 31, 2020 and 2019, $8,625 were expensed, and the remaining $7,187 (December 31, 2019 - $15,812), 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 the Second Services 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 Second 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 the Second 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 paid 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. The agreement was not renewed upon expiration.

During each of the three-month periods ended March 31, 2020 and 2019, $10,290 was expensed.

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 and Business Advisory Board as described below, and the Company and Advisors have entered into Consulting 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.

(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 Mr. Hilman for his continuing service on the Company's Advisory Board.

On September 18, 2019, the Company entered into a one-year advisory board member consulting agreement with Derrick Chambers under which Mr. Chambers 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 25,000 shares of its common stock to Mr. Chambers under its 2016 Stock Option and Stock Award Plan, which shares were fully vested and recorded as advisory services on issuance.

On February 10, 2020, the Company entered into a one-year advisory board member consulting agreement with Michael Maizel under which Mr. Maizel 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 granted an option to purchase 50,000 shares of common stock under the 2016 Stock Option and Award Plan subject to certain vesting terms.

 (5)    Investor Relations Agreement

On August 8, 2019, the Company entered into a six-month services agreement with PCG Advisory, Inc. ("PCG") under which agreement 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 on August 8, 2019. 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 notified PCG in March 2020 that it currently was not renewing the agreement.

 (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 retains 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, $18,147 on December 17, 2018 and  $18,146 on June 20, 2019.

On November 4, 2019, the parties entered into an amendment to the Sponsored Research Agreement to extend the term of the Agreement through July 14, 2020. The Company funded $37,790 on November 4, 2019, $18,895 on December 1, 2019 and $18,895 on June 1, 2020.

During the three months ended March 31, 2020 and 2019, $18,895 and $18,147 were expensed, respectively, and the remaining $3,150 (December 31, 2019 - $22,045), which amount is reflected on the Company's balance sheets as prepaid expenses, will be expensed in the applicable period.

XML

Unsecured Short-Term Advance from Third Party

3 Months Ended

Mar. 31, 2020

Debt Disclosure [Abstract]

Unsecured Short-Term Advance from Third Party

Note 6 – 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. The advance remains outstanding at March 31, 2020 and December 31, 2019.

XML

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2020

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

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, 2019.

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 nine-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. 

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 $171,568 and $165,154 for the three months ended March 31, 2020 and 2019, respectively.

Advertising and Marketing Costs: Advertising and marketing costs are expensed as incurred. The Company incurred $19,500 and $48,387 in advertising and marketing costs during the three months ended March 31, 2020 and 2019, 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 11, 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 March 31, 2020 and December 31, 2019:

	Fair value measurements on a recurring basis
	Level 1			Level 2			Level 3
As of March 31, 2020:
Liabilities
Derivative liabilities		$	-		$	-		$	104,192
As of December 31, 2019:
Liabilities
Derivative liabilities		$	-		$	-		$	89,367

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 and expenses the fair value as financing costs.  

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 three months ended March 31, 2020 and the year ended December 31, 2019 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:

	March 31, 2020		December 31, 2019
Research Warrants at 3% of issued and outstanding shares		392,694		392,694
Convertible Notes		319,029		261,107
Series A Preferred shares		700		700
Stock options vested		2,423,335		2,331,669
Stock options not yet vested		141,665		183,331
Stock purchase warrants		80,000		70,000
Total		3,357,423		3,239,501

New Accounting Pronouncements: Certain new accounting pronouncements that have been issued are not expected to have a material effect on the Company’s financial statements. 

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Capital Stock (Details Narrative) - USD ($)			1 Months Ended			3 Months Ended		12 Months Ended
	Aug. 08, 2019	Jul. 10, 2019	Sep. 18, 2019	Apr. 23, 2018	Jan. 23, 2018	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Series A Preferred Shares, par value						$ 0.001		$ 0.001
Series A Preferred Shares, authorized						10,000		10,000
Series A Preferred Shares, shares issued						2,000		2,000
Series A Preferred Shares, shares outstanding						2,000		2,000
Common stock, par value						$ 0.0001		$ 0.0001
Common stock, shares authorized						100,000,000		100,000,000
Common stock, shares issued						13,089,789		13,089,789
Common stock, shares outstanding						13,089,789		13,089,789
Shares issued in private placement, shares	50,000	37,500	25,000	75,000	10,000
Issuance of common stock for private placement	$ 74,500	$ 49,125	$ 40,250		$ 28,000		$ 40,000
Share price per share	$ 1.49	$ 1.31	$ 1.61		$ 2.80
Warrants exercised								52,000	[1]
Investor
Shares issued in private placement, shares							75,000
Issuance of common stock for private placement							$ 150,000
Share price per share							$ 2
Common Stock
Shares issued in private placement, shares							40,000
Issuance of common stock for private placement							$ 4
Share price per share						$ 2.80
Common Stock | Advisory Services
Shares issued for stock awards for business advisory services, shares						30,000
Shares issued for stock awards for business advisory services						$ 37,500
Additional Paid-In Capital
Issuance of common stock for private placement							$ 39,996

[1] During the year ended December 31, 2019, investors exercised warrants to purchase an aggregate of 52,000 shares of common stock and received 9,980 shares for exercises on a cashless basis.

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Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Income Statement [Abstract]
Net sales
Operating expenses:
Research and development expenses	171,568	165,154
Professional fees	23,624	15,586
General and administrative expenses	23,746	82,774
Total operating expenses	218,938	263,514
Income (loss) from operations	(218,938)	(263,514)
Other income (expense)
Interest expense	(14,284)	(496)
Change in derivative liabilities	(6,910)	2,549
Total other income (expense)	(21,194)	2,053
Net (loss)	$ (240,132)	$ (261,461)
Net (loss) per common shares (basic and diluted)	$ (0.02)	$ (0.02)
Weighted average shares outstanding (basic and diluted)	13,089,789	12,910,865

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Convertible Note and Derivative Liabilities (Details Narrative) - Derivative Liabilities [Member]	3 Months Ended
	Mar. 31, 2020 USD ($)
Derivative liability convertible notes	$ 80,000
Interest rate per annum	8.00%
Derivative liability	$ 72,689
Interest expenses	1,486
Amortization	$ 8,390

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Going Concern (Details) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Proceeds from loans	$ 65,000	$ 470,000

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Convertible Note - Related Party and Derivative Liabilities (Details Narrative) - USD ($)				1 Months Ended	3 Months Ended		12 Months Ended
	Sep. 09, 2018	Sep. 28, 2017	Sep. 27, 2017	Sep. 01, 2016	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019	May 01, 2020
Convertible Note - Related Party and Derivative Liabilities (Textual)
Received proceeds totaling					$ 10,000
Related Party Debt [Member]
Convertible Note - Related Party and Derivative Liabilities (Textual)
Interest expenses					501		$ 496
Accounts payable and accrued liabilities – related party					5,933		5,432
Cubesquare Llc [Member]
Convertible Note - Related Party and Derivative Liabilities (Textual)
Received proceeds totaling			$ 15,000	$ 10,000
Interest rate per annum			8.00%	8.00%				8.00%
Conversion, description			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.	(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.
Maturity date				Sep. 01, 2017
Maturity date, description	Note 2 was amended to extend the maturity date until September 27, 2019.	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.
Debt instrument due date			Sep. 27, 2018
Accounts payable and accrued liabilities – related party					$ 3,671		$ 2,663
Cubesquare Llc [Member] | President [Member]
Convertible Note - Related Party and Derivative Liabilities (Textual)
Ownership percentage				25.00%

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Stock Plan

3 Months Ended

Mar. 31, 2020

Share-based Payment Arrangement [Abstract]

Stock Plan

Note 11 – 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 January 28, 2019, the Company issued 30,000 shares to Pavel Hilman under its 2016 Stock Option and Stock Award Plan which shares were fully vested and recorded as advisory services on issuance of common stock to Pavel Hilman for his continuing service on the Company's Board of Advisors.

In connection with a Term Sheet, on July 1, 2019, 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, provided Dr. Bonfiglio is in the employ of the Company on such date. Mr. Bonfiglio was terminated, effective November 30, 2019.  All unvested stock awards were terminated on such date.

On September 18, 2019, the Company awarded 25,000 shares of common stock to Derrick Chambers, a member of its advisory board, under its 2016 Stock Option and Stock Award Plan, which shares were fully vested and recorded as advisory services on issuance.

	March 31,			March 31,
	2020			2019
Number of shares vested in period			-			30,000
Weighted average fair market value per share		$	-		$	1.25
Stock based compensation recognized		$	-		$	37,500

Stock Options:

(a)   Stock Options granted to Science Advisors and Business 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.  

On July 1, 2019, 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 33,334 shares of common stock, exercisable on July 1, 2019 at an exercise price of $2.00 per share (ii) an option to purchase 33,333 shares of common stock exercisable on July 1, 2020 at an exercise price of $2.00 per share, and (iii) an option to purchase 33,333 shares of common stock exercisable on July 1, 2021 at an exercise price of $2.00 per share, provided the advisor is still providing services to the Company.  

On February 10, 2020 the Company granted three-year options to purchase an aggregate of 50,000 shares of its common stock at an exercise price of $2.00 per share, to Michael Maizels for serving as a Business Advisor. 25,000 of such shares subject to the option were immediately exercisable and expire on February 10, 2023, and 25,000 shares vest on February 10, 2021 and expire on February 10, 2024.

(b)   Stock Options granted to Employees:

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.  On March 23, 2020, the Company accelerated the vesting provision such that options previously vesting on December 10, 2020 shall vest immediately with an expiration date of March 23, 2023.

On December 10, 2019, 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, 2019 at an exercise price of $2.00 per share (ii) an option to purchase 33,333 shares of common stock exercisable on December 10, 2020 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, 2021 at an exercise price of $2.00 per share, provided the advisor is still providing services to the Company.  On March 23, 2020, the Company accelerated the vesting provision such that options previously vesting on December 10, 2020 and December 10, 2021 shall vest immediately with an expiration date of March 23, 2023.

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

	Three Months ended
	March 31,
	2020		2019
Research and development expenses	$	67,554	$	45,442

As of March 31, 2020, and December 31, 2019, total unrecognized compensation remaining to be recognized in future periods totaled $63,599 and $105,683 respectively.

(c)   Stock Options granted to Officers:

On June 25, 2019, the Company appointed John N. Bonfiglio, PhD as its chief operating officer, effective July 1, 2019. As compensation, Dr. Bonfiglio was granted a three-year stock option to purchase 100,000 shares of common stock at an exercise price of $2.00 per share, 50,000 of which shares  vested 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. If the Company raised 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. Mr. Bonfiglio was terminated as chief operating officer as of November 30, 2019.  Accordingly, all unvested stock options terminated on such date.

On December 10, 2019, 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 amounts have been allocated as general and administrative expenses:

	Three Months ended
	March 31,
	2020		2019
General and administrative expenses	$	-	$	-

As of March 31, 2020, and December 31, 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 ~ 186.80%
Risk-free interest rate	1.36% ~ 2.68%
Expected life (years)	3 ~ 5
Stock Price	$	0.62 ~ 2.80
Exercise Price	$	0.40 ~ 2.00

A summary of the activity for the Company's stock options at March 31, 2020 and December 31, 2019, is as follows:

	March 31, 2020				December 31, 2019
			Weighted Average				Weighted Average
	Shares		Exercise Price		Shares		Exercise Price
Outstanding, beginning of period		2,515,000	$	1.97		1,615,000	$	1.97
Granted		50,000	$	2		950,000	$	2
Exercised		-	$	-		-	$	-
Canceled			$	2		(50,000	$	2
Outstanding, end of period		2,565,000	$	1.987		2,515,000	$	1.987
Options exercisable, end of period		2,423,335	$	1.98		2,331,669	$	1.98
Options expected to vest, end of period		141,665	$	1.98		183,331	$	1.98
Weighted average fair value of options granted			$	1.60			$	1.62

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Related Party Transactions

3 Months Ended

Mar. 31, 2020

Related Party Transactions [Abstract]

Related Party Transactions

Note 7 – Related Party Transactions

(1) 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. We recorded interest expenses of $1,008 for the three months ended March 31, 2020. As of March 31, 2020, and December 31, 2019, the unpaid interest balance under Accounts payable and accrued liabilities – related party was $3,671 and $2,663, respectively.

(2) Advances from Related Parties

During the year ended December 31, 2019, the Company received $135,000 from Jonah Meer, its Chief Executive Officer, in the form of an unsecured, demand, non-interest bearing, short term advance to help meet its operating needs. During the three months ended March 31, 2020, the Company received an additional $35,000 from Jonah Meer.

On August 20, 2019, the Company received $50,000 from Ido Merfeld, its President, in the form of an unsecured, demand, non-interest bearing, short term advance to help meet its operating needs. During the three months ended March 31, 2020, the Company received an additional $10,000 from Ido Merfeld.

During the three months ended March 31, 2020, the Company received $10,000 from CubeSquare, of which its Chief Executive Officer is the managing partner and its President is a 25% owner, in the form of an unsecured, demand, non-interest bearing, short term advance to help meet its operating needs.

(3) Others

During the year ended December 31, 2019, Jonah Meer, the Company’s Chief Executive Officer, made payments to various vendors in the accumulated amount of $25,642. During the three months ended March 31, 2020, Jonah Meer, the Company’s Chief Executive Officer, made payments to various vendors in the accumulated amount of $3,664, and repaid in cash of $2,092. The balance of $27,214 is reflected in accounts payable, related party.

During the year ended December 31, 2019,Ido Merfeld, the Company’s President, made payments to various vendors in the accumulated amount of $1,169.  The balance of $11,169 is reflected in accounts payable, related party.

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Stock Plan (Tables)

3 Months Ended

Mar. 31, 2020

Share-based Payment Arrangement [Abstract]

Schedule of stock award

	March 31,			March 31,
	2020			2019
Number of shares vested in period			-			30,000
Weighted average fair market value per share		$	-		$	1.25
Stock based compensation recognized		$	-		$	37,500

Stock option compensation allocated as research and development expenses

	Three Months ended
	March 31,
	2020		2019
Research and development expenses	$	67,554	$	45,442

	Three Months ended
	March 31,
	2020		2019
General and administrative expenses	$	-	$	-

Schedule of fair value options assumptions

	Measurement date
Dividend yield		0%
Expected volatility	114.69 ~ 186.80%
Risk-free interest rate	1.36% ~ 2.68%
Expected life (years)	3 ~ 5
Stock Price	$	0.62 ~ 2.80
Exercise Price	$	0.40 ~ 2.00

Schedule of stock options

	March 31, 2020				December 31, 2019
			Weighted Average				Weighted Average
	Shares		Exercise Price		Shares		Exercise Price
Outstanding, beginning of period		2,515,000	$	1.97		1,615,000	$	1.97
Granted		50,000	$	2		950,000	$	2
Exercised		-	$	-		-	$	-
Canceled			$	2		(50,000	$	2
Outstanding, end of period		2,565,000	$	1.987		2,515,000	$	1.987
Options exercisable, end of period		2,423,335	$	1.98		2,331,669	$	1.98
Options expected to vest, end of period		141,665	$	1.98		183,331	$	1.98
Weighted average fair value of options granted			$	1.60			$	1.62

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Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2020

Accounting Policies [Abstract]

Financial Statement Presentation

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, 2019.

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 nine-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. 

Use of Estimates

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

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

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 $171,568 and $165,154 for the three months ended March 31, 2020 and 2019, respectively.

Advertising and Marketing Costs

Advertising and Marketing Costs: Advertising and marketing costs are expensed as incurred. The Company incurred $19,500 and $48,387 in advertising and marketing costs during the three months ended March 31, 2020 and 2019, respectively.

Related parties

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

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 11, Stock Plan.

Fair Value of Financial Instruments

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 March 31, 2020 and December 31, 2019:

	Fair value measurements on a recurring basis
	Level 1			Level 2			Level 3
As of March 31, 2020:
Liabilities
Derivative liabilities		$	-		$	-		$	104,192
As of December 31, 2019:
Liabilities
Derivative liabilities		$	-		$	-		$	89,367

Warrants

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 and expenses the fair value as financing costs.  

Income taxes

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

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 three months ended March 31, 2020 and the year ended December 31, 2019 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:

	March 31, 2020		December 31, 2019
Research Warrants at 3% of issued and outstanding shares		392,694		392,694
Convertible Notes		319,029		261,107
Series A Preferred shares		700		700
Stock options vested		2,423,335		2,331,669
Stock options not yet vested		141,665		183,331
Stock purchase warrants		80,000		70,000
Total		3,357,423		3,239,501

New Accounting Pronouncements

New Accounting Pronouncements: Certain new accounting pronouncements that have been issued are not expected to have a material effect on the Company’s financial statements. 

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Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Accounting Policies [Abstract]
Research and development costs	$ 171,568	$ 165,154
Advertising or marketing costs	$ 19,500	$ 48,387
Research warrants issued and outstanding, percentage	3.00%

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Stock Plan (Details Narrative) - USD ($)					1 Months Ended			3 Months Ended
	Feb. 10, 2020	Dec. 10, 2019	Dec. 10, 2018	Aug. 15, 2018	Jul. 31, 2019	Apr. 16, 2018	Nov. 15, 2017	Mar. 31, 2020	Dec. 04, 2017	Dec. 14, 2016
Stock Plan (Textual)
Total unrecognized compensation remaining to be recognized in future periods								$ 110,156
Board of Directors Chairman [Member]
Stock Plan (Textual)
Stock award										440,000
Stock Option One [Member]
Stock Plan (Textual)
Description of services agreement	Company granted three-year options to purchase an aggregate of 50,000 shares of its common stock at an exercise price of $2.00 per share, to Michael Maizels for serving as a Business Advisor. 25,000 of such shares subject to the option were immediately exercisable and expire on February 10, 2023, and 25,000 shares vest on February 10, 2021 and expire on February 10, 2024.	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, 2019 at an exercise price of $2.00 per share (ii) an option to purchase 33,333 shares of common stock exercisable on December 10, 2020 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, 2021 at an exercise price of $2.00 per share, provided the advisor is still providing services to the Company			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 33,334 shares of common stock, exercisable on July 1, 2019 at an exercise price of $2.00 per share (ii) an option to purchase 33,333 shares of common stock exercisable on July 1, 2020 at an exercise price of $2.00 per share, and (iii) an option to purchase 33,333 shares of common stock exercisable on July 1, 2021 at an exercise price of $2.00 per share, provided the advisor is still providing services to the Company.		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.
Equity Option [Member]
Stock Plan (Textual)
Reserved shares for issuance										10
Description of services agreement				Under the 2016 Stock Option and Award Plan, the Board granted a Science Advisor an option to purchase an aggregate of 20,000 shares of common stock at an exercise price of $2.00 per share. The option vests as to 6,667 shares on each of August 15, 2018 and August 15, 2019 and as to 6,666 shares on August 15, 2020 and remains exercisable as to each such installment for three years from the date of vesting.		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 and (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. provided the advisor is still providing services to the Company.	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.
Stock Options Granted To Officers [Member]
Stock Plan (Textual)
Total unrecognized compensation remaining to be recognized in future periods								$ 0
Weighted average exercise price		$ 2	$ 2						$ 2
Granted an option to purchase shares of common stock		325,000
Stock Options Granted Employees [Member]
Stock Plan (Textual)
Description of services agreement			(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
Weighted average exercise price			$ 2
Fourth Quarter [Member] | Stock Awards Not Yet Vested [Member]
Stock Plan (Textual)
Vested shares								290,000
December Fourteen Two Zero One Eight [Member] | Board of Directors Chairman [Member]
Stock Plan (Textual)
Vested shares								145,000

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Related Party Transaction (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2020	May 01, 2020	Dec. 31, 2019	Aug. 20, 2019	Sep. 27, 2017	Sep. 01, 2016
Due to related party	$ 50,000		$ 50,000
Due to related party vendor payment	27,214
General and administrative expenses	93,300
Stock option - 50,000 vested shares [Member]
General and administrative expenses	44,175
Stock award - 37,500 vested shares [Member]
General and administrative expenses	49,125
Cubesquare Llc [Member]
Due to related party	10,000	$ 50,000
Interest percentage		8.00%			8.00%	8.00%
Interest expenses	1,008
Accounts payable and accrued liabilities	3,671		2,663
Jonah Meer [Member]
Due to related party	35,000		$ 135,000
Due to related party vendor payment	25,642
Merfeld [Member]
Due to related party	10,000			$ 50,000
Due to related party vendor payment	$ 11,169			$ 2,092

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Stock Plan (Details) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Share-based Payment Arrangement [Abstract]
Number of shares vested in period		30,000
Weighted average fair market value per share		$ 1.25
Stock based compensation recognized		$ 37,500

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Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Current assets
Cash and cash equivalents	$ 22,961	$ 67,025
Prepaid expenses	26,850	56,265
Total current assets	49,811	123,290
TOTAL ASSETS	49,811	123,290
Current liabilities
Accounts payable and accrued liabilities	153,785	140,967
Accounts payable and accrued liabilities - related party	37,488	34,907
Demand loans, related party	50,000	50,000
Advances from related party	240,000	185,000
Unsecured short-term advances	100,000	100,000
Convertible note - related party, net of debt discount	25,000	25,000
Convertible note, net of debt discount	16,646	6,171
Derivative liabilities	104,192	89,367
Total current liabilities	727,111	631,412
Total liabilities	727,111	631,412
Stockholders' equity (deficit)
Series A Preferred stock: $0.001 par value, shares authorized 10,000; 2,000 shares issued and outstanding at March 31, 2020 and December 31, 2019	2	2
Common stock, $0.0001 par value: shares authorized 100,000,000; 13,089,789 shares issued and outstanding at March 31, 2020 and December 31, 2019	1,309	1,309
Additional paid-in capital	6,632,001	6,561,047
Accumulated deficit	(7,310,612)	(7,070,480)
Total stockholder's equity (deficit)	(677,300)	(508,122)
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)	$ 49,811	$ 123,290

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Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Cash Flows From Operating Activities
Net loss	$ (240,132)	$ (261,461)
Adjustments to reconcile net loss to net cash (used by) operating activities:
Stock options issued for research and development expense	67,554	45,442
Stock awards issued for advisory and consulting services		37,500
Warrants granted as financing costs	3,400
Accretion of debt discount	8,390
Change in derivative liabilities	6,910	(2,549)
Changes in operating assets and liabilities:
Prepaid expenses	29,415	30,378
Accounts payable and accrued liabilities	12,818	15,092
Accounts payable and accrued liabilities, related party	2,581	496
Net cash (used by) operating activities	(109,064)	(135,102)
Cash Flows From Investing Activities
Net cash provided from (used by) investing activities
Cash Flows From Financing Activities
Proceeds from convertible notes	10,000
Proceeds from private placement		40,000
Proceeds from related party advances	55,000
Net cash provided from financing activities	65,000	40,000
Increase (decrease) in cash and cash equivalents	(44,064)	(95,102)
Cash at beginning of year	67,025	143,862
Cash at end of year	22,961	48,760
SUPPLEMENTAL DISCLOSURES
Interest paid
Income taxes paid
SUPPLEMENTAL NON-CASH FINANCING ACTIVITIES
Derivative liability associated with debt discount	$ 7,915

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Other Events

3 Months Ended

Mar. 31, 2020

Notes to Financial Statements

Other Events

Note 13 – Other Events

Due to the uncertainty caused by the current COVID-19 pandemic, on March 23, 2020, the Company gave 30 days’ notice of termination of employment to its employees. Further, as a result of such pandemic, the laboratory at Ariel has been closed and Professor Chenfeng Ke’s research laboratory at Dartmouth has been closed since approximately mid-March 2020.  We are currently continuing lab research offsite, compiling test results and working on perfecting our intellectual property. We also recently entered into an agreement with Dartmouth for the allocation of rights resulting from certain 3D printing research under a research grant from the State of New Hampshire. However, we do not currently know the full affect of COVID-19 on our operations or the extent of potential delays of research under our service and research agreements.

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Intellectual Property License Agreement

3 Months Ended

Mar. 31, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Intellectual Property License Agreement

Note 9 – Intellectual Property License Agreement

On October 2, 2019, the Company entered into an Intellectual Property License Agreement (the “Agreement”) with the Trustees of Dartmouth College (“Dartmouth”) pursuant to which, effective September 3, 2019 (the Effective Date”), Dartmouth granted the Company an exclusive world-wide license under the patent application entitled “Mechanically Interlocked Molecules-based Materials for 3D Printing” in the field of human and animal health and certain additional patent rights to use and commercialize licensed products and services. The license grant includes the right of the Company to sublicense to third parties subject to the terms of the Agreement. Dartmouth has reserved certain rights in its intellectual property for educational and research purposes.

As consideration for the license grant, the Company will pay Dartmouth: (i) a license issue fee of $25,000; (ii) an annual license maintenance fee of $25,000, commencing on the first anniversary of the Effective Date until the date of the first commercial sale of a licensed product or service; (iii) an earned royalty of 2% of net sales (as defined in the Agreement) of licensed products and services by the Company or a  sublicensee; (v)15% of all consideration received by the Company under a sublicense; and (vi) beginning as of the date of the first commercial sale, an annual minimum royalty payment of $500,000 in the first calendar year after the first commercial sale, $1,000,000 in the second calendar year, and $2,000,000 in the third calendar year and each year thereafter.

The Company will also reimburse Dartmouth for all patent preparation, filing, maintenance and defense costs.

Under the Agreement, the Company must diligently proceed with the development, manufacture and sale of licensed products and licensed services, including funding at least $1,000,000 of research in each calendar year beginning in 2019 and ending with the first commercial sale of a licensed product; filing an IND/BLA (or equivalent) with the FDA or a comparable European regulatory agency before the four-year anniversary of the Effective Date, make the first commercial sale of a licensed product before the twelve-year anniversary of the Effective Date and achieve annual net sales of at least $50,000,000 by 2033. If the Company fails to perform any of these obligations, Dartmouth has the option to terminate the Agreement or change the exclusive license to a nonexclusive license. Failure to timely make any payment due under the Agreement will result in interest charges to the Company of the lower of 10% per year or the maximum amount of interest allowable by applicable law.

The Agreement may be terminated by Dartmouth if the Company is in material breach of the Agreement which is not cured after 30 days of notice thereof or if the Company becomes insolvent. Dartmouth may terminate the Agreement if the Company challenges a Dartmouth patent or does not terminate a sublicensee that challenges a Dartmouth patent, except in response to a valid court or governmental order. The Company may terminate the Agreement at any time upon six months written notice to Dartmouth.

If the Company or any sublicensee or affiliate institutes or participates in a licensed patent challenge, the then current earned royalty rate for licensed products covered by Dartmouth patents will automatically be increased to three times the then current earned royalty rate.

The Agreement also includes indemnification and insurance requirements by the Company and customary confidentiality provisions.

The Company recorded the $25,000 license fee under prepaid expenses, which amount shall be expensed ratably over the initial one-year term of the Agreement.

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Convertible Note and Derivative Liabilities

3 Months Ended

Mar. 31, 2020

Notes to Financial Statements

Convertible Note and Derivative Liabilities

Note 5 – Convertible Note and Derivative Liabilities

In December 2019 we issued and sold in a private offering 8% convertible notes in the aggregate principal amount of $70,000. Such notes are due on December 31, 2021 and are convertible into shares of our common stock at a conversion price (the "Conversion Price") for each share of common stock equal to the lesser of: (a) $.50, (b) the lowest price at which the Company has converted any convertible security of the Company (to the holder or to any third party) within 30 trading days prior to the date of delivery of the applicable Notice of Conversion; and (c) so long as lower than (a) or (b), such price per share of common stock as the Company and the holder may agree from time to time.  In connection with the 8% convertible note issuance, we issued warrants to purchase an aggregate of 70,000 shares of common stock at an exercise price of $1.00.

During the three months ended March 31, 2020 we issued and sold in a private offering 8% convertible notes in the principal amount of $10,000, due on February 19, 2022  convertible into shares of our common stock at a conversion price (the "Conversion Price") for each share of common stock equal to the lesser of: (a) $0.50; (b) the lowest price at which the Company has converted any convertible security of the Company (to the holder or to any third party) within 30 trading days prior to the date of delivery of the applicable Notice of Conversion; and (c) so long as lower than (a) or (b), such price per share of common stock as the Company and the holder may agree from time to time.  In connection with the 8% convertible note issuance, we issued warrants to purchase an aggregate of 10,000 shares of common stock at an exercise price of $1.00.

We recorded interest expenses of $1,486 for the three months ended March 31, 2020 in respect of the aforementioned notes.

The convertible notes qualify for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The derivative liability of the $80,000 convertible notes was calculated using the Black-Scholes pricing model to be $72,689.

The carrying value of these convertible notes is as follows:

	March 31, 2020			December 31, 2019
Face value of certain convertible notes	$	80,000		$	70,000
Less: unamortized discount		(63,354	)		(63,829	)
Carrying value	$	16,646		$	6,171

Amortization of the discount during the three months ended March 31, 2020 totaled $8,390 which amounts have been recorded as interest expense. 

As a result of the application of ASC No. 815 for the three months ended March 31, 2020 and the year ended December 31, 2019, the fair value of the conversion feature is summarized as follows:

Balance at December 31, 2018	$	-
Derivative addition associated with convertible notes		64,774
Change in fair value		(12,589	)
Balance at December 31, 2019		52,185
Derivative addition associated with convertible notes		7,915
Change in fair value		2,745
Balance at March 31, 2020	$	62,845

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 March 31, 2020 and December 31, 2019 and the commitment date:

	Commitment Date		March 31, 2020			December 31, 2019
Expected dividends		0		0			0
Expected volatility	154% ~173%		177% ~ 183%				156	%
Expected term	2.10 year		1.83 ~ 1.91 year			2 year
Risk free interest rate	1.42 ~ 1.65%			0.23	%		1.58	%

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Convertible Note - Related Party and Derivative Liabilities (Details 1) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
Balance	$ 89,367
Balance	104,192	$ 89,367
Related Party Debt [Member]
Balance	37,182	36,827
Change in fair value	4,165	355
Balance	$ 41,347	$ 37,182

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Convertible Note and Derivative Liabilities (Details 1) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
Balance	$ 89,367
Balance	104,192	$ 89,367
Derivative Liabilities [Member]
Balance	52,185
Derivative addition associated with convertible notes	7,915	64,774
Change in fair value	(2,745)	(12,589)
Balance	$ 62,845	$ 52,185

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Summary of Significant Accounting Policies (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Level 1 [Member]
Liabilities
Derivative liabilities
Level 2 [Member]
Liabilities
Derivative liabilities
Level 3 [Member]
Liabilities
Derivative liabilities	$ 104,192	$ 89,367

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Convertible Note - Related Party and Derivative Liabilities (Tables)

3 Months Ended

Mar. 31, 2020

Notes to Financial Statements

Schedule of convertible notes

	March 31, 2020		December 31, 2019
Face value of certain convertible notes	$	25,000	$	25,000
Less: unamortized discount		-		-
Carrying value	$	25,000	$	25,000

Schedule of fair value of conversion feature

Balance at December 31, 2018	$	36,827
Change in fair value		355
Balance at December 31, 2019		37,182
Change in fair value		4,165
Balance at March 31, 2020	$	41,347

Schedule of fair value at commitment and re-measurement dates

	Commitment Date		March 31, 2020		December 31, 2019
Expected dividends		0		0		0
Expected volatility	101% ~103%		178% ~ 190%		167% ~ 180%
Expected term	0.92 ~ 1 year		0.21 year		0.26 year
Risk free interest rate		1.33%		0.15		1.60%

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Intellectual Property License Agreement (Details Narrative)	3 Months Ended
	Mar. 31, 2020 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Licence fee	$ 25,000
Royalty expense	50,000
Prepaid expense	$ 25,000

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Stock Plan (Details 2) - Measurement Date [Member] - Equity Option [Member]	3 Months Ended
	Mar. 31, 2020 $ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Dividend yield	0.00%
Exercise Price, Minimum	$ 0.40
Exercise Price, Maximum	$ 2.00
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	114.69%
Risk-free interest rate	1.36%
Expected life (years)	3 years
Stock Price	$ 0.62
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	186.80%
Risk-free interest rate	2.68%
Expected life (years)	5 years
Stock Price	$ 2.80

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Capital Stock (Tables)

3 Months Ended

Mar. 31, 2020

Equity [Abstract]

Schedule of common stock purchase warrants were outstanding

	Warrants				Weighted Average Exercise Price
Outstanding – December 31, 2018	52,000		(1)	$	0.40
Granted	70,000		(3)		1.00
Forfeited/Canceled	-				-
Exercised	(52,000	)	(2)		0.40
Outstanding – December 31, 2019	70,000				1.00
Granted	10,000		(4)		1.00
Forfeited/Canceled	-				-
Exercised	-				-
Outstanding – March 31, 2020	80,000			$	1.00

Schedule of fair value warrants assumptions

	Measurement date
Dividend yield		0%
Expected volatility	97.90~155.19%
Risk-free interest rate	0.37~1.72%
Expected life (years)	2.71~5.00
Stock Price		$0.25 ~ $0.65
Exercise Price		$0.40 ~ $1.00

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Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2020

Accounting Policies [Abstract]

Summary of the fair value of derivative liabilities

	Fair value measurements on a recurring basis
	Level 1			Level 2			Level 3
As of March 31, 2020:
Liabilities
Derivative liabilities		$	-		$	-		$	104,192
As of December 31, 2019:
Liabilities
Derivative liabilities		$	-		$	-		$	89,367

Schedule of potentially dilutive securities

	March 31, 2020		December 31, 2019
Research Warrants at 3% of issued and outstanding shares		392,694		392,694
Convertible Notes		319,029		261,107
Series A Preferred shares		700		700
Stock options vested		2,423,335		2,331,669
Stock options not yet vested		141,665		183,331
Stock purchase warrants		80,000		70,000
Total		3,357,423		3,239,501

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Commitments (Details Narrative) - USD ($)						1 Months Ended						3 Months Ended			12 Months Ended
	Aug. 08, 2019	Jul. 10, 2019	Jul. 12, 2018	Jun. 23, 2018	Apr. 12, 2018	Sep. 18, 2019	Jan. 28, 2019	Apr. 23, 2018	Jan. 23, 2018	Jan. 23, 2018	Nov. 15, 2017	Mar. 31, 2020		Mar. 31, 2019	Dec. 31, 2019		Aug. 22, 2018	Jun. 30, 2018	May 01, 2018	Apr. 26, 2018	Mar. 19, 2018	Dec. 14, 2017
Commitments (Textual)
Compensation for the services provided																		$ 17,250	$ 17,250	$ 17,250
Compensation cost												$ 8,625		$ 8,625
Advisors are granted the option												10,000	[1]		70,000	[2]
Service agreement payment, description					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.quest.
Prepaid expenses												$ 7,187						15,812
Prepaid expensed during period												25,000
Investor relations agreement, description				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.				The Company issued 75,000 shares of its common stock in respect of 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.
Paid for additional fees												16,935
Issuance of common stock payable	50,000	37,500				25,000		75,000	10,000
Sponsored Research Agreement [Member]
Commitments (Textual)
Prepaid expenses												18,895			$ 18,147			0
Prepaid expensed during period												3,150			$ 22,045
Sponsored research agreement, description			The Company entered into a one-year sponsored research agreement (the "Sponsored Research Agreement"), with the Trustees of Dartmouth College ("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 will fund additional $18,147 by December 1, 2018 and $18,146 by June 1, 2019, respectively.
Service Agreement With Ariel [Member]
Commitments (Textual)
Compensation for the services provided												41,160					$ 20,580				$ 20,580	$ 17,250
Compensation cost												10,290
Prepaid expenses												10,290		$ 10,290				$ 0
Prepaid expensed during period												$ 0
Equity Option [Member]
Commitments (Textual)
Advisors are granted the option										10,000	20,000
Issuance of common stock payable							30,000

[1] During the three months ended March 31, 2020, the Company granted a convertible note holder 10,000 stock purchase warrants at an exercise price of $1.00. The fair value of the aforementioned warrants was $3,400 and recorded as financing cost.

[2] During the year ended December 31, 2019, the Company granted convertible notes holders accumulated 70,000 stock purchase warrants at an exercise price of $1.00. The fair value of the aforementioned warrants was $36,410 and recorded as financing cost.

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Stock Plan (Details 3) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
Share-based Payment Arrangement [Abstract]
Shares Outstanding, beginning of period	2,515,000	1,615,000
Shares, Granted	50,000	950,000
Shares, Exercised
Shares, Canceled		(50,000)
Shares Outstanding, end of period	2,565,000	2,515,000
Shares Options exercisable, end of period	2,423,335	2,331,669
Shares, Options expected to vest, end of period	141,665	183,331
Weighted Average Shares Exercise Price, Outstanding, beginning of period	$ 1.987	$ 1.97
Weighted Average Shares Exercise Price, Granted	2	2
Weighted Average Shares Exercise Price, Exercised
Weighted Average Exercise Price, Canceled	2	2
Weighted Average Shares Exercise Price, Outstanding, end of period	1.987	1.987
Weighted Average Exercise Price, Options exercisable, end of period	1.98	1.98
Weighted Average Exercise Price, Options expected to vest, end of period	1.98	1.98
Weighted Average Exercise Price, Weighted average fair value of options granted	$ 1.60	$ 1.62

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Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2020	Dec. 31, 2019
Statement of Financial Position [Abstract]
Series A Preferred Shares, par value	$ 0.001	$ 0.001
Series A Preferred Shares, authorized	10,000	10,000
Series A Preferred Shares, shares issued	2,000	2,000
Series A Preferred Shares, shares outstanding	2,000	2,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	13,089,789	13,089,789
Common stock, shares outstanding	13,089,789	13,089,789

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Description of Business and Basis of Presentation

3 Months Ended

Mar. 31, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

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.

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's common stock was upgraded from the Pink Market and commenced trading on the OTCQB Venture Market on August 12, 2019.

The Company is a preclinical stage biotechnology company developing advanced stem cell-synthetic hydrogel-based solutions to combat neuronal injuries and focused on achieving a breakthrough in the treatment of traumatic brain injuries ("TBIs") for both concussions and penetrating injuries, an unmet medical need.  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.

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Subsequent Events (Details)	1 Months Ended
	Apr. 21, 2020 USD ($)
Subsequent Event [Member]
Debt forgiveness amount	$ 5,000

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License and Research Funding Agreement / Royalty Agreement

3 Months Ended

Mar. 31, 2020

Notes to Financial Statements

License and Research Funding Agreement / Royalty Agreement

Note 8 – License and Research Funding Agreement / Royalty Agreement

On December 14, 2016, the Company entered into a license agreement with Ariel (the “License Agreement”) 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.

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 was 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 remained subject to the terms of the License Agreement and the occurrence of an Exit Event. . In addition, the Addendum provided that Ariel may not request a demand registration until the balance of the shares subject to the warrant was exercised.

In addition to the other payments, the Company was obligated to pay Ariel upon the occurrence of the following milestone events, additional payments 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 was 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 a Services Agreement (the “First Services Agreement”) pursuant to which a team at Ariel University, with  Professor Danny Baranes as Principal Investigator, 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 First Services Agreement was amended (the “First Amendment”) 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 (the “Second Services Agreement”) 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 First Services Agreement (the "Second Amendment") with Ariel to extend the term thereof for an additional twelve-month period until December 14, 2019. Pursuant to the Second Amendment, the Company paid Ariel $17,250 on each of December 28, 2018 and June 24, 2019. All other terms and conditions of the Services Agreement not amended remain in effect.

On December 8, 2019, the Company further amended the First Services Agreement with Ariel (the "Third Amendment") to extend the term thereof for an additional twelve-month period until December 14, 2020.  Pursuant to the Third Amendment, the Company paid Ariel $17,250 on January 13, 2020 and is obligated to pay Ariel an additional $17,250 by May 1, 2020 All other terms and conditions of the First Services Agreement not amended remain in effect.

On July 12, 2018, the Company entered into a one-year sponsored research agreement (the “Sponsored Research Agreement”) with the Trustees of Dartmouth College (“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 retains 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.  On November 4, 2019, the parties entered into an amendment to the Sponsored Research Agreement to extend the term of the Agreement through July 14, 2020.

On November 30, 2019, the Company entered into a royalty and license fee sharing agreement (the “Royalty Agreement”) with Ariel which, among other things, supersedes and terminates the License Agreement. Certain services agreements related to laboratory access and other services are not affected by such termination.

From and after the occurrence of an Exit Event, as such term is described in the Royalty Agreement, including an underwritten public offering of the Company’s shares with proceeds of at least $25 million, a consolidation, merger or reorganization of the Company, and a sale of all or substantially all of the shares and/or the assets of the Company, Ariel has the right to require the Company to issue  up to 3% of the issued and outstanding shares of common stock of the Company at the time Ariel exercises such right.

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Convertible Note - Related Party and Derivative Liabilities

3 Months Ended

Mar. 31, 2020

Notes to Financial Statements

Convertible Note - Related Party and Derivative Liabilities

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 of CubeSquare. 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 CubeSquare 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; on September 9, 2018, the Company further amended Note 1 to extend the maturity date to September 1, 2019; and on September 1, 2019, the Company further amended Note 1 to extend the maturity date to September 1, 2020, under the same terms and conditions. 

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 was due on September 27, 2018. Interest  accrues from September 27, 2017 and is 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.

On September 27, 2019, Note 2 was amended to extend the maturity date until September 27, 2020.

The Company analyzed the amendment to Note 1 and Note 2 under ASC 815-10-15-83 and concluded that these two convertible Notes 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:

	March 31, 2020		December 31, 2019
Face value of certain convertible notes	$	25,000	$	25,000
Less: unamortized discount		-		-
Carrying value	$	25,000	$	25,000

We recorded interest expenses of $501 and $496 for the three months ended March 31, 2020 and 2019, respectively. As of March 31, 2020, and December 31, 2019, the unpaid interest balance under Accounts payable and accrued liabilities – related party was $5,933 and $5,432, respectively.

As a result of the application of ASC No. 815 in the three months ended March 31, 2020, the fair value of the conversion feature is summarized as follows:

Balance at December 31, 2018	$	36,827
Change in fair value		355
Balance at December 31, 2019		37,182
Change in fair value		4,165
Balance at March 31, 2020	$	41,347

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 March 31, 2020 and December 31, 2019 and the commitment date:

	Commitment Date		March 31, 2020		December 31, 2019
Expected dividends		0		0		0
Expected volatility	101% ~103%		178% ~ 190%		167% ~ 180%
Expected term	0.92 ~ 1 year		0.21 year		0.26 year
Risk free interest rate		1.33%		0.15		1.60%

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Capital Stock

3 Months Ended

Mar. 31, 2020

Equity [Abstract]

Capital Stock

Note 12 – 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 onall 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 March 31, 2020 and December 31, 2019.

Common Stock

Common stock issued during the three months ended March 31, 2020.

None.

Common Stock issuances during the year ended December 31, 2019

During the year ended December 31, 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 (Note10 (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.

On July 1, 2019, the Company issued 37,500 shares to its Chief Operating Officer (Note 10 (3)). The shares were valued at fair market value on the date of issuance for a total of $49,125 or $1.31 per share.

On August 8, 2019, the Company issued 50,000 shares for advisory services (Note 10 (7)). The shares were valued at fair market value on the date of issuance for a total of $74,500 or $1.49 per share.

On September 18, 2019, the Company issued 25,000 shares for advisory services (Note 10(4)). The shares were valued at fair market value on the date of issuance for a total of $40,250 or $1.61 per share.

During the year ended December 31, 2019, the Company received a warrant exercise notice for a warrant to purchase 52,000 shares of common stock from a subscriber and issued 9,980 shares of common stock on a cashless exercise basis as per the cashless exercise formula contained in the warrant.

There was a total of 13,089,789 shares of common stock issued and outstanding as of March 31, 2020 and December 31, 2019.

Common Stock Purchase Warrants

As of March 31, 2020 and December 31, 2019, the following common stock purchase warrants were outstanding:

	Warrants				Weighted Average Exercise Price
Outstanding – December 31, 2018	52,000		(1)	$	0.40
Granted	70,000		(3)		1.00
Forfeited/Canceled	-				-
Exercised	(52,000	)	(2)		0.40
Outstanding – December 31, 2019	70,000				1.00
Granted	10,000		(4)		1.00
Forfeited/Canceled	-				-
Exercised	-				-
Outstanding – March 31, 2020	80,000			$	1.00

(1) Each two shares of common stock purchased in a private placement offering included one warrant to purchase an additional share of common stock at an exercise price of $0.40.

(2) During the year ended December 31, 2019, investors exercised warrants to purchase an aggregate of 52,000 shares of common stock and received 9,980 shares for exercises on a cashless basis.

(3) During the year ended December 31, 2019, the Company granted convertible notes holders accumulated 70,000 stock purchase warrants at an exercise price of $1.00. The fair value of the aforementioned warrants was $36,410 and recorded as financing cost.

(4) During the three months ended March 31, 2020, the Company granted a convertible note holder 10,000 stock purchase warrants at an exercise price of $1.00. The fair value of the aforementioned warrants was $3,400 and recorded as financing cost.

In accordance with authoritative accounting guidance, the fair value of the outstanding common stock purchase 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	97.90~155.19%
Risk-free interest rate	0.37~1.72%
Expected life (years)	2.71~5.00
Stock Price		$0.25 ~ $0.65
Exercise Price		$0.40 ~ $1.00

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Convertible Note - Related Party and Derivative Liabilities (Details 2) - Related Party Debt [Member]	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
Expected dividends	0.00%	0.00%
Expected term	2 months 15 days	3 months 3 days
Risk free interest rate	0.15%	1.60%
Minimum [Member]
Expected volatility	178.00%	167.00%
Maximum [Member]
Expected volatility	190.00%	180.00%
Commitment Date [Member]
Expected dividends	0.00%
Risk free interest rate	1.33%
Commitment Date [Member] | Minimum [Member]
Expected volatility	101.00%
Expected term	11 months 1 day
Commitment Date [Member] | Maximum [Member]
Expected volatility	103.00%
Expected term	1 year

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Convertible Note and Derivative Liabilities (Details 2) - Derivative Liabilities [Member]	3 Months Ended		12 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Expected dividends	0.00%		0.00%
Expected volatility			156.00%
Expected term			2 years
Risk free interest rate	0.23%		1.58%
Commitment Date [Member]
Expected dividends	0.00%
Expected term	2 years 1 month 7 days
Risk free interest rate	1.58%
Minimum [Member]
Expected volatility		177.00%
Expected term		1 year 9 months 28 days
Minimum [Member] | Commitment Date [Member]
Expected volatility	154.00%
Risk free interest rate	1.42%
Maximum [Member]
Expected volatility		183.00%
Expected term		1 year 11 months 4 days
Maximum [Member] | Commitment Date [Member]
Expected volatility	173.00%
Risk free interest rate	1.65%