UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 12, 2018

QRONS INC.
(Exact name of registrant as specified in its charter)

Wyoming
(State or other jurisdiction of incorporation)

 000-55800  81-3623646
(Commission File Number)
(IRS Employer Identification No.)


777 Brickell Avenue, Suite 500, Miami, Florida 33131
 (Address of principal executive offices) (Zip Code)
 
(786)-620-2140
(Registrant's telephone number, including area code)

----------------------------------------------------------------------
 (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

|_|  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

|_|  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the  Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. [  ]



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Section 1-Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement

Qrons Inc. (the "Company") sold 312,500 shares of its common stock to Conventus Holdings SA, a BVI corporation ("Conventus") and raised $500,000 pursuant to a subscription agreement, dated January 23, 2018 (the "Subscription Agreement"), in a private placement offering pursuant to an exemption from registration under Regulation S of the Securities Act of 1933, as amended ("Reg S"). The proceeds of the offering will be used for research and general corporate purposes. The Subscription Agreement contains customary Company representations and Reg S investor representations and indemnity and confidentiality provisions.

In connection with the investment, Pavel Hilman, the controlling shareholder of Conventus, entered into a one-year advisory board member consulting agreement, dated January 23, 2018 ("Advisory Board Agreement"), 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.

The foregoing descriptions of the Subscription Agreement and Advisory Board Agreement are qualified in their entirety by reference to the full text of such Agreements, copies of which are attached hereto as Exhibits 10.8 and 10.9, respectively, and are incorporated herein in their entirety by reference.

Section 8 – Other Events
Item 8.01 Other Events

On February 12, 2018, the Company issued a press release announcing the closing of the private placement offering and the appointment of Pavel Hillman to the Company's Advisory Board.

Section 9 – Financial Statements and Exhibits
Item 9.01.  Financial Statements and Exhibits

(d)   Exhibits.
 
Exhibit No .
Description
 
 
 
 
10.8
Subscription Agreement, dated January 23, 2017, between the Company and Pavel Hilman
 
 
 
 
10.9
Advisory Board Agreement, dated January 23, 2017, between the Company and Pavel Hilman
 
 
 
 
99.1
Press Release, dated February 12, 2018
 

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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 hereunto duly authorized.
 
 
QRONS INC.
 
 
 
 
 
Date: February 12, 2018
By:
/s/ Jonah Meer
 
 
 
Jonah Meer
 
 
 
Chief Executive Officer
 
 
 
 
 

 
 
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QRONS INC.
SUBSCRIPTION AGREEMENT

SECTION 1

1.1   Subscription .  The undersigned, intending to be legally bound, hereby irrevocably subscribes for and agrees to purchase 312,500 shares of common stock, par value $.0001 per share of Qrons Inc. (the " Securities "), a Wyoming corporation (the " Company ") , in an offshore transaction negotiated outside the U.S. and to be consummated and closed outside the U.S. The purchase price of the shares is $1.60, or an aggregate of $500,000 (the " Purchase Price ").

The undersigned understands that the Securities are being offered and issued by the Company in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the " Securities Act ").

SECTION 2

1.2   Purchase of Shares and Closing Procedure .   The undersigned understands and acknowledges that the purchase price to be remitted to the Company in exchange for each share of Common Stock shall be $ 1.60.  The aggregate investment shall be $500,000 in consideration for which the Company shall issue the undersigned 312,500 shares of common stock. Simultaneous with the execution and delivery of this Agreement, including the Investor Questionnaire annexed hereto, the Company shall cause its transfer agent to issue on the transfer agent's record of accounts the Securities in the name of the undersigned. Within two business days of delivery of proof to the undersigned or his counsel of such issuance of the Securities, the undersigned shall pay the Company the aforementioned Purchase Price by wire transfer of immediately available funds. Wire instructions are attached hereto as Appendix A .  Upon receipt of payment, the Company shall accept the Subscription and deliver its acceptance.

SECTION 3


3.1   Investor Representations and Warranties .

The undersigned hereby acknowledges, represents and warrants to, and agrees with, the Company and its affiliates as follows:

(a)   The undersigned is acquiring the Securities for his own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part and no other person has a direct or indirect beneficial interest in such Securities or any portion thereof.  Further, the undersigned does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to the Securities for which the undersigned is subscribing or any part of the Securities.

(b)   The undersigned has full power and authority to enter into this Agreement, the execution and delivery of this Agreement has been duly authorized, if applicable, and this Agreement constitutes a valid and legally binding obligation of the undersigned.

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(c)   The undersigned is not subscribing for the Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by person previously not known to the undersigned in connection with investment securities generally.

(d)   The undersigned understands that the Company is under no obligation to register the Securities under the Securities Act, or to assist the undersigned in complying with the Securities Act or the securities laws of any state of the United States or of any foreign jurisdiction. Accordingly, there is a risk that the undersigned might not be able to sell the Securities.

(e)   The undersigned is (i) experienced in making investments of the kind described in this Agreement and the related documents, (ii) able, by reason of the business and financial experience of its officers (if an entity) and professional advisors (who are not affiliated with or compensated in any way by the Company or any of its affiliates or selling agents), to protect its own interests in connection with the transactions described in this Agreement, and the related documents, and (iii) able to afford the entire loss of its investment in the Securities.

(f)   The undersigned acknowledges his understanding that the offering and sale of the Securities, is intended to be exempt from registration under the Securities Act.  In furtherance thereof, in addition to the other representations and warranties of the undersigned made herein, the undersigned further represents and warrants to and agrees with the Company and its affiliates as follows:

(i)
 The undersigned realizes that the basis for the exemption may not be present if, notwithstanding such representations, the undersigned has in mind merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise.  The undersigned does not have any such intention;

(ii)
 The undersigned has the financial ability to bear the economic risk of his investment, has adequate means for providing for his current needs and personal contingencies and has no need for liquidity with respect to his investment in the Company;

(iii)
 The undersigned has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Securities.  The undersigned also represents it has not been organized for the purpose of acquiring the Securities;

(iv)
 The undersigned has been provided an opportunity for a reasonable period of time prior to the date hereof to obtain additional information concerning the offering of the Securities, the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense; and

(v)
 The undersigned has carefully reviewed all of the Company's filings under the Securities Exchange Act of 1934, as amended (the " Exchange Act ").

(g)            The undersigned is not relying on the Company, or its affiliates or agents with respect to economic considerations involved in this investment.  The undersigned has relied solely on its own advisors.

(h)            No representations or warranties have been made to the undersigned by the Company, or any officer, employee, agent, affiliate or subsidiary of the Company, other than the representations of the Company contained herein, and in subscribing for the Securities the undersigned is not relying upon any representations other than those contained herein.
 
(i)             Any resale of the Securities during the 'distribution compliance period' as defined in Rule 902(f) to Regulation S shall only be made in compliance with exemptions from registration afforded by Regulation S.  Further, any such sale of the Securities in any jurisdiction outside of the United States will be made in compliance with the securities laws of such jurisdiction.  The Investor will not offer to sell or sell the Securities in any jurisdiction unless the Investor obtains all required consents, if any.

 
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(j)   The undersigned understands that the Securities are being offered and sold in reliance on an exemption from the registration requirements of United States federal and state securities laws under Regulation S promulgated under the Securities Act and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the applicability of such exemptions and the suitability of the Investor to acquire the Securities.  In this regard, the undersigned represents, warrants and agrees that:
 
1.   The undersigned is not an U.S. Person (as defined below) and is not an affiliate (as defined in Rule 501(b) under the Securities Act) of the Company and is not acquiring the Securities for the account or benefit of a U.S. Person.  A U.S. Person means any one of the following:

·
any natural person resident in the United States of America;

·
any partnership or corporation organized or incorporated under the laws of the United States of America;

·
any estate of which any executor or administrator is a U.S. person;

·
any trust of which any trustee is a U.S. person;

·
any agency or branch of a foreign entity located in the United States of America;

·
any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;

·
any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated or (if an individual) resident in the United States of America; and

·
any partnership or corporation if:

(A)
organized or incorporated under the laws of any foreign jurisdiction; and,

(B)
formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors   (as defined in Rule 501(a) under the Securities Act) who are not natural persons, estates or trusts
 
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(k) Each certificate representing the Securities shall be endorsed with the following legends, in addition to any other legend required to be placed thereon by applicable federal or state securities laws:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR WITHOUT AN EXEMPTION THEREFROM OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933."

The undersigned consents to the Company making a notation on its records or giving instructions to any transfer agent of the Company in order to implement the restrictions on transfer of the Securities set forth herein.

(l) The undersigned is an "accredited investor" as that term is defined in Rule 501 of the General Rules and Regulations under the Securities Act by reason of Rule 501(a)(3), and as specifically indicated in the Investor Questionnaire annexed to this Agreement.

(m) The undersigned understands that an investment in the Securities is a speculative investment which involves a high degree of risk and the potential loss of his entire investment.

(n)   The undersigned's overall commitment to investments which are not readily marketable is not disproportionate to the undersigned's net worth, and an investment in the Securities will not cause such overall commitment to become excessive.
(o)   The undersigned has received all documents, records, books and other information pertaining to the undersigned's investment in the Company that has been requested by the undersigned.  The undersigned has reviewed all reports and other documents filed by the Company with the SEC (the " SEC Documents ").
(p)   The undersigned represents and warrants to the Company that all information that the undersigned has provided to the Company, including, without limitation, the information in the Investor Questionnaire attached hereto or previously provided to the Company, is correct and complete as of the date hereof.
(q)   Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Securities.  The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned's own advisers as to the financial, tax, legal and related matters concerning an investment in the Securities and on that basis believes that his or its investment in the Securities is suitable and appropriate for the undersigned.
(r)   The undersigned is aware that no federal or state agency has (i) made any finding or determination as to the fairness of this investment, (ii) made any recommendation or endorsement of the Securities or the Company, or (iii) guaranteed or insured any investment in the Securities or any investment made by the Company.
(s)   The undersigned understands that the price of the Securities offered hereby bear no relation to the assets, book value or net worth of the Company and were determined arbitrarily by the Company.
(t)   The undersigned agrees and acknowledges that the Company may compensate finders and broker-dealers in connection with this offering. Such compensation will be in the form of cash, securities of the Company and/or a combination thereof.
(u)   At the time of the origination of contact concerning this Agreement and the date of the execution and delivery of this Agreement, the undersigned was outside of the United States.
(v)   The undersigned will not, during the period commencing on the date of issuance of the Securities and ending on the first anniversary of such date, or such shorter period as may be permitted by Regulation S or other applicable securities law (the "Restricted Period"), offer, sell, pledge or otherwise transfer the Securities in the United States, or to a U.S. Person for the account or for the benefit of a U.S. Person, or otherwise in a manner that is not in compliance with Regulation S.
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(w)   The undersigned will, after expiration of the Restricted Period, offer, sell, pledge or otherwise transfer the Securities only pursuant to registration under the Securities Act or an available exemption therefrom and, in accordance with all applicable state and foreign securities laws.
(x)   The undersigned was not in the United States, engaged in, and prior to the expiration of the Restricted Period will not engage in, any short selling of   or any   hedging transaction with respect to the Securities, including without limitation, any put, call or other option transaction, option writing or equity swap.
(y) Neither the undersigned nor or any person acting on his behalf has engaged, nor will engage, in any directed selling efforts to a U.S. Person with respect to the Securities and the Investor and any person acting on his behalf have complied and will comply with the "offering restrictions" requirements of Regulation S under the Securities Act.
(z) The transactions contemplated by this Agreement have not been pre‑arranged with a buyer located in the United States or with a U.S. Person, and are not part of a plan or scheme to evade the registration requirements of the Securities Act.
   
(aa) Neither the undersigned nor any person acting on his behalf has undertaken or carried out any activity for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States, its territories or possessions, for any of the Securities.
   
(bb) The undersigned agrees not to cause any advertisement of the Securities to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to the Securities, except such advertisements that include the statements required by Regulation S under the Securities Act, and only offshore and not in the U.S. or its territories, and only in compliance with any local applicable securities laws
   

SECTION 4

The Company represents and warrants to the undersigned as follows:

4.1   Organization of the Company .  (a)The Company is a corporation duly organized and validly existing and in good standing under the laws of the State of Wyoming, and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted.

(b)   Authority .   (i)  The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement; (ii) the execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action and no further consent or authorization of its Board of Directors or stockholders is required; and (iii) this Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms, except as such  enforceability  may be limited by applicable bankruptcy, insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors' rights and remedies or by other equitable principles of general application.

(c)   No General Solicitation or Advertising in Regard to this Transaction .  Neither the Company nor any of its affiliates nor any person acting on its or their behalf (i) has conducted or will conduct any general solicitation (as that term is used in Rule 502(c) of Regulation D) or general advertising with respect to any of the Shares, or (ii) made any offers or sales of any security or solicited any offers to buy any security under any circumstances that would require registration of the Securities under the Securities Act.

               (d)  There have been no communications from the SEC or other regulatory agencies regarding noncompliance with, or deficiencies, in financial reporting practices.

                       (e)  We have no knowledge of any fraud or suspected fraud affecting the Company involving:
                       a) Management;
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                            b) Employees who have significant roles in internal control over financial reporting; or
                            c) Others where the fraud could have a material effect on the interim financial information.
                       (f)   We have no knowledge of any allegations of fraud or suspected fraud affecting the Company received in communications from employees, former employees, analysts, regulators, short sellers, or others.
                     (g)  There are no known:
      a) Violations or possible violations of laws or regulations whose effects should be considered for disclosure in the financial statements or as a basis for recording a loss contingency.
      b) Unasserted claims or assessments that are probable of assertion and must be disclosed in accordance with FASB ASC 450 , Contingencies .
      c) Other liabilities or gain or loss contingencies that are required to be accrued or disclosed by FASB ASC 450 , Contingencies .
      d) Side agreements or other arrangements (either written or oral) that have not been disclosed.
         (h) The Company has satisfactory title to all owned assets, and there are no known liens or encumbrances on such assets, nor has any asset been pledged as collateral .
                      (i) The Company believes it has complied with all aspects of contractual agreements that would have a material effect on the financial statements in the event of noncompliance.

SECTION 5

5.1   Indemnity .  The undersigned agrees to indemnify and hold harmless the Company, its officers and directors, employees and its affiliates and their respective successors and assigns and each other person, if any, who controls any thereof, against any loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation commenced or threatened or any claim whatsoever) arising out of or based upon any false representation or warranty or breach or failure by the undersigned to comply with any covenant or agreement made by the undersigned herein or in any other document furnished by the undersigned to any of the foregoing in connection with this transaction.

5.2   Confidentiality .  The undersigned agrees that it shall keep confidential and not divulge, furnish or make accessible to anyone, any confidential information concerning or relating to the business or financial affairs of the Company to which it may have or will become privy by reason of this Subscription Agreement until such information has been publicly disclosed by the Company or until such information is no longer material, or unless the undersigned is required by court order or subpoena to make such disclosure or otherwise has a legal obligation to make such disclosure. Furthermore, the undersigned agrees to keep the terms and provisions of this Agreement confidential and not disclose to any person, other than its representatives who need to know such information, any of the terms or provisions hereof.

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5.3   Modification .  Neither this Agreement nor any provisions hereof shall be modified, discharged or terminated except by an instrument in writing signed by the Company.

5.4   Notices .  Any notice, demand or other communication which any party hereto may be required, or may elect, to give to anyone interested hereunder shall be sufficiently given if (a) deposited, postage prepaid, in a United States mail letter box, registered or certified mail, return receipt requested, addressed to such address as may be given herein, (b) delivered personally at such address, (c) upon the expiration of twenty four (24) hours after transmission, if sent by facsimile if a confirmation of transmission is produced by the sending machine (and a copy of each facsimile promptly shall be sent by ordinary mail), (d) upon the expiration of twenty four (24) hours after transmission, if sent by email if a confirmation of transmission is produced by the sending computer (and a copy of each email transmission promptly shall be sent by ordinary mail) or (e) on the business day after delivery, if sent by overnight recognized courier providing proof of delivery , in each case to the parties at their respective addresses set forth below their signatures to this Agreement (or at such other address for a party as shall be specified by like notice; provided that the notices of a change of address shall be effective only upon receipt thereof).

5.5   Binding Effect .  Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives and assigns.  This Agreement is not transferable or assignable. If the undersigned is more than one person, the obligation of the undersigned shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his heirs, executors, administrators and successors.

5.6   Entire Agreement .  This Agreement and the documents referenced herein contain the entire agreement of the parties and there are no representations, covenants or other agreements except as stated or referred to herein and therein.

5.7   Headings .  The headings of this Subscription Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

5.8   Further Assurances .  Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Subscription Agreement and the consummation of the transactions contemplated hereby.

5.9   Applicable Law .  This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to conflicts of law principles.

5.10   Pronouns .  The use herein of the masculine pronouns "him" or "his" or similar terms shall be deemed to include the feminine and neuter genders as well and the use herein of the singular pronoun shall be deemed to include the plural as well.

5.11   Counterparts .  This Agreement may be executed through the use of separate signature pages or in any number of counterparts (including via facsimile or electronically via PDF), and each of such counterparts shall, for all purposes, constitute one agreement binding on all parties, notwithstanding that all parties are not signatories to the same counterpart.


 

[Remainder of Page Intentionally Omitted; Signature Pages to Follow]
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IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement on January  23, 2018.

Amount of Investment: $500,000

Number of Shares of Common Stock 312,500:



INDIVIDUAL INVESTOR:


____________________________
Name:

PARTNERSHIP, CORPORATION, TRUST,
CUSTODIAL ACCOUNT, OTHER INVESTOR:

Conventus Holdings S.A
/s/Pavel Hillman
___________________________
(Print Name of Entity)


By: UBO
Name: Pavel Hillman
Title: UBO
Address: Craigmuir Chambers, 18 Russel Hill, PO Box 4773
Road Town, Tortola VG1110
British Virgin Islands

Taxpayer Identification Number:_____________


ACCEPTANCE OF SUBSCRIPTION

(to be filed out only by the Company)

The Company hereby accepts the above application for subscription for shares s on behalf of the Company.


QRONS INC.   Dated: January 23, 2018



By :/s/Jonah Meer
Name: Jonah Meer
Title: CEO

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ADVISORY BOARD MEMBER CONSULTING AGREEMENT
THIS ADVISORY BOARD MEMBER CONSULTING AGREEMENT ("Agreement") is made as of January 23, 2018, by and between Qrons Inc., a Wyoming corporation having an address at 777 Brickell Avenue, Suite 500, Miami, Florida, 33131 (the " Company "), and Pavel Hilman an individual with an address at ___________________________ (the " Advisor "). The Company and the Advisor may be referred to herein individually as " Party " or collectively, as " Parties ."
R E C I T A L :
        As part of its ongoing program of research and business development, the Company desires to retain 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 desires to retain Advisor as a member of its Advisory Board as described below, and the Company and Advisor desire to enter into this Agreement to effect such retention.

NOW, THEREFORE, in consideration of the covenants hereinafter stated, the Parties agree as follows:
                                1. Advisory Board and Consulting Services .  Advisor shall provide general consulting services to Company (the "Services") as a member of its Advisory Board  ("AB"). As a member of the AB, Advisor agrees to provide the Services as follows: (a) attending meetings of the Company's AB; (b) performing the duties of a AB member at such meetings, as established from time to time by the mutual agreement of the Company and the AB members, including without limitation meeting with Company employees, consultants and other AB 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, product and business 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, legal and business advisor to the Company and its senior team as needed with respect to the field of neuronal injuries and neuro degenerative diseases ("the "Field") and requires the application of unique, special and extraordinary skills and knowledge that Advisor possesses in the Field.

2 .   AB Consulting Compensation;

a: In consideration for entering into this Agreement and the Services rendered to the Company, the Company shall grant to Advisor Ten Thousand (10,000) shares of the common stock of the Company. The shares are subject to terms and provisions of the 2016 Stock Option and Stock Award Plan of the Company.

b: In addition to the shares granted to Advisor, in subsection section a: above, the Company shall grant Advisor such additional shares as the parties mutually agree in consideration of such future services to be performed by Advisor.


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3 .   Proprietary Rights .  

a. Proprietary Rights Created Outside of Performance of Services .  Any and all inventions, discoveries, processes, ideas, methods, designs and know-how, whether or not patentable, which Advisor may conceive or make either alone or in conjunction with others, prior to the term of this Agreement or during the term of this Agreement that were not developed in connection with the Services performed hereunder, shall remain the exclusive property throughout the world of Advisor.

b. Proprietary Rights Created in Performance of Services .  All work arising from the Services performed hereunder and all materials and products developed or prepared for Company by Advisor in connection with the Services performed hereunder are the exclusive property throughout the world of Company, and all right, title and interest therein shall vest in Company.  All documentation and other copyrightable materials developed or prepared by Advisor in connection with the Services performed hereunder shall be deemed to be "works made for hire" in the course of the Services rendered hereunder.  To the extent that title to any works arising from the performance of the Services hereunder may not, by operation of law, vest in Company, or such works may not be considered "works made for hire," all right, title and interest therein, including, without limitation, all copyrights, are hereby irrevocably assigned to Company.  Any and all inventions, discoveries, processes, ideas, methods, designs and know-how, whether or not patentable, which Advisor may conceive or make either alone or in conjunction with others, during the term of this Agreement, which in any way pertain to or are connected with the Services, shall be the sole and exclusive property throughout the world of Company; and Advisor, whenever requested to do so by Company or any subsidiary and/or affiliate thereof, at Company's expense, and without further compensation or consideration, shall promptly execute any and all applications, assignments and other instruments and perform such acts which Company shall deem necessary or advisable in order to apply for and obtain copyrights, letters, patent and other applicable statutory protection throughout the world for said inventions, ideas and discoveries, and in order to assign and convey to Company the sole and exclusive right, title and interest throughout the world in and to said inventions, discoveries, processes, ideas, methods, designs and know-how, or any applications, copyrights or patents thereof.

                         4 .   Confidentiality .  All inventions, ideas and discoveries which shall become Company's property pursuant to Paragraph 3 hereof shall be held secret and confidential by Advisor.  Further, during and after the performance by Advisor of the Services and the term of this Agreement, Advisor will not use or disclose or allow anyone else to use or disclose to any third party any "Confidential Information" (as defined below) relating to Company, its products, its research and development, its supplies or customers and the Services to be provided hereunder except as may be necessary in the performance of the Services or as may be authorized in writing in advance by an appropriate officer of Company.  Advisor acknowledges that the foregoing limitation expressly prohibits any use or disclosure of any Confidential Information by Advisor pursuant to lectures or scientific or technical papers or publications.  "Confidential Information" includes any trade secrets, confidential information, knowledge, data or other information of Company relating to products, processes, know-how, designs, formulas, test data, customer lists, business plans, marketing plans and strategies, pricing strategies or other subject matter pertaining to any business of Company or any clients, customers, Advisors, licensees or affiliates.  "Confidential Information" shall not include any information which is publicly available at the time of disclosure or subsequently becomes publicly available through no fault of Advisor.  All written information, drawings, documents and other materials prepared by Advisor in the performance of the Services hereunder shall be Company's sole and exclusive property, and will be delivered to Company upon expiration or termination of this Agreement, together with all Confidential Information, if any, that may have been furnished to Advisor hereunder.

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5 .   Other Agreements .  Advisor hereby represents that Advisor is not a party to any other agreements or commitments that would hinder or conflict with Advisor's performance of the Services, other than those disclosed to Company in advance of the execution of this Agreement.

6 .   Term and Termination .  This Agreement shall commence on the date hereof and, unless earlier terminated as provided below, shall continue until one (1) year from the date hereof and shall automatically renew for additional one (1) year periods for up to two (2) subsequent years unless terminated earlier in accordance with the terms of this Agreement.  Either party shall have the right to terminate this Agreement without cause upon thirty (30) days' prior written notice to the other party.  The provisions of Paragraphs 3 and 4 shall survive and continue after expiration or termination of this Agreement.

7 .   Independent Contractor .  Advisor is an independent contractor.  Advisor shall not be deemed for any purpose to be an employee or agent of Company, and neither party shall have the power or authority to bind the other party to any contract or obligation.  Company shall not be responsible to Advisor or any governing body for any payroll-related taxes or insurance related to the performance of the terms of this Agreement.

8 . Disclosure .  Advisor acknowledges and agrees that Company may publicly disclose that Advisor is a member of Company's Advisory Board and may use biographical information in documentation prepared by the Company, in consultation with Advisor,  as it relates to your being a member of the AB.

9. Restricted Shares. Advisor acknowledges, understands and agrees that the shares of common stock to be issued hereunder have not been registered under the Securities Act of 1933, as amended (the "Act") or under any the securities laws of any state or other jurisdiction, and are "restricted securities" as defined in the Act. Advisor represents and agrees that the shares have been acquired for his own account for investment purposes only and not with a view to the distribution or resale thereof and that he will not distribute, resell or offer the shares or any interest therein unless registered pursuant to the Act, and any applicable state securities laws, or unless an exemption from registration is available thereunder.

10 . Indemnification .   The Company shall indemnify and defend the Advisor from any and all third-party claims against Advisor and any costs, losses or expenses related thereto, including any reasonable legal fees and expenses, arising out of his Services or status as an Advisor hereunder, except to the extent such claims arise out of Advisor's deliberate and material misconduct. Provided the Advisor is still acting as an Advisor to the Company, no later than three (3) months prior to the beginning of clinical trials and for a period of six years thereafter the Term, the Company, or any successor to the Company resulting from a change of control, shall use its best and reasonable efforts to keep in place a directors and officers liability insurance policy (or policies) providing comprehensive coverage to the Advisor. The Company shall apply for and use best reasonable commercial efforts to obtain such policy should it be successful in completing an equity raise of  $3 million or more within twelve months from the date hereof..

11 .   Assignment .  Advisor may not assign any of his obligations hereunder without the prior written consent of Company, which may be withheld in its sole discretion.

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12 .   Notices .  Any notices required or permitted hereunder shall be given to the appropriate Party at the address listed on the first page of the Agreement, or such other address as the Party shall specify in writing pursuant to this notice provision.

13 .   Governing Law .  This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

14 .   Modifications .  No modification, amendment, supplement to or waiver of this Agreement shall be binding upon the parties hereto unless made in writing and duly signed by both Parties.

15 .   Severability .  In the event any one or more of the provisions of this Agreement is held to be invalid or otherwise unenforceable, the enforceability of the remaining provisions shall be unimpaired.
 
16 .   Entire Agreement .  This Agreement contains the entire agreement between the Parties, and supersedes any and all prior and contemporaneous oral and written agreements.

                17. Counterparts. This Agreement may be executed in one or more counterparts (including via facsimile or electronically via PDF) each of which will be deemed an original, but all of which together shall constitute one and the same instrument.


Qrons INC.
Advisor
Signed by: Jonah Meer, CEO
Signed by: Pavel Hilman
Signature: /s/Jonah Meer
Signature :/s/Pavel Hilman

Commencement Date: January 23, 2018


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FOR IMMEDIATE RELEASE

INVESTOR AND MEDIA CONTACT
Qrons Inc.
Mr. Jonah Meer
E: jmeer@qrons.com
P: 786-620-2140


QRONS RAISES FUNDS TO FURTHER ITS GOALS, EXPANDS ADVISORY BOARD

Miami, Florida, February 12, 2018 /ACCESSWIRE/ – Qrons Inc. (OTCPK: QRON) ("Qrons " or the "Company") a preclinical biotechnology company developing advanced cell-based solutions to combat neuronal injuries with a laser focus on traumatic brain injuries ("TBIs"), announced today that it sold 312,500 shares of its common stock and raised $500,000 in a private placement offering pursuant to an exemption from registration under Regulation S of the Securities Act of 1933, as amended, to an entity controlled by London based Mr. Pavel Hilman. The proceeds of the offering will be used for research and general corporate purposes.

"We believe that this investment will allow us to advance our research and goal of getting our product candidate to the clinical stage and building an IP portfolio. In connection with this investment, Mr. Hilman, will join our Advisory Board as a business advisor to assist in commercializing our technology." said Jonah Meer, Chief Executive Officer of the Company.   "We are very excited to welcome Mr. Hilman as an Advisory Board member and to have his entrepreneurial and strategic expertise" added Mr. Meer.

Mr. Hilman is Chairman of HIG Capital AG, a Swiss holding company, Mr. Hilman has extensive experience in the financial industry and private venture investments in the areas of bio-tech, agri-tech, med-tech, nano-tech and IT. Mr. Hilman currently serves on various executive and advisory Boards and supervisory committees of private and public corporations in the United Kingdom, USA, Switzerland, Israel, Luxemburg, Poland, Russian Federation and the Ukraine.

The Company recently made a presentation to the investment community at the National Investment Banking Association ("NIBA") conference that was held in New York in November 2017. Attendees included Registered Investment Advisors, Private Equity Groups, Family Offices, Investment Bankers, Broker Dealers, Boutique Corp. Finance, Specialized Investment Brokerages, Venture Capital Groups, Financing Partners, Market Makers and other market professionals within the capital markets.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

About Qrons Inc.

Headquartered in Miami, Florida, the Company is a publicly traded preclinical stage biotechnology company developing advanced cell-based solutions to combat neuronal injuries with a laser focus on traumatic brain injuries. The technology could potentially treat a wide range of neurodegenerative diseases. The Company's treatment integrates proprietary, engineered mesenchymal stem cells 3D printable scaffolding, smart materials and a novel delivery system . The Company entered into a license and research funding agreement ("License Agreement") with Ariel University R&D Co., Ltd., a wholly owned subsidiary of Ariel University, based in Ariel, Israel.  In consideration for payments under the License Agreement, the Company received an exclusive worldwide royalty-bearing license in Ariel patents and know-how to develop and commercialize products for neuronal tissue regeneration and/or repair, resulting from Ariel's research or technology or the Company's research funding . The Company is also conducting a research study with Professor Chenfeng Ke of the Chemistry Department at Dartmouth College aiming to develop innovative 3D printable, biocompatible advanced materials and stem cell delivery techniques to treat TBI. The Company entered into an Option Agreement with Dartmouth in October 2017 for a one-year exclusive option to negotiate, a worldwide, royalty‑bearing, exclusive license for Professor Ke's 3D printable materials in the field of human and animal health. Please visit  http://www.qrons.com .

Safe Harbor Statement

This press release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements concerning our future product development plans, other statements regarding future research, and any other statements which are other than statements of historical fact. These statements involve risks, uncertainties and assumptions that could cause the Company's actual operations, results and experience to differ materially from anticipated results and expectations expressed in these forward-looking statements. The Company has in some cases identified forward-looking statements by using words such as "anticipates," "believes," "hopes," "estimates," "looks," "expects," "plans," "intends," "goal," "potential," "may," "suggest," and similar expressions. Among other factors that could cause actual results to differ materially from those expressed in forward-looking statements are the Company's need for, and the availability of, substantial capital in the future to fund its operations and research and development; successful development of clinical studies for any product we may develop, U.S. Food and Drug Administration clearance for any products developed, manufacturing of a commercially-viable version of our system and demonstration of safety and effectiveness sufficient to generate commercial orders by customers for any product we may develop. A more complete description of these risk factors is included in the Company's filings with the Securities and Exchange Commission. You should not place undue reliance on any forward-looking statements. The Company undertakes no obligation to release publicly the results of any revisions to any such forward-looking statements that may be made to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events.