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): June 25, 2019

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]
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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. [  ]

Securities registered pursuant to Section 12(b) of the Act: None



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

On June 25, 2019, Qrons Inc. (the "Company") entered into a term sheet ("Term Sheet") with John N. Bonfiglio, PhD ("Bonfiglio") pursuant to which Dr. Bonfiglio will serve as the Company's chief operating officer, effective July 1, 2019.

In consideration therefor, Dr. Bonfiglio will be granted (i) 50,000 shares of common stock of the Company, 37,500 of which shares will vest 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 as described in the Term Sheet, provided Dr. Bonfiglio is in the employ of the Company on such date. The Term Sheet also provides for the grant of a stock option to purchase 100,000 shares of common stock at an exercise price of $2.00 per share, 50,000 of which shares will vest 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 and further provided that if the Company raises 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.

If the Company raises equity capital of $1.5 million within Dr. Bonfiglio's first nine months of employment, Dr. Bonfiglio will be appointed to the Company's board of directors.

In addition, Dr. Bonfiglio will be entitled to a salary of $12,000 per month which will be deferred and payable at the rate of 5% of equity capital raised by the Company up to $12,000 per month as described in the Term Sheet.

The Term Sheet may be terminated by either party if by October 31, 2019, the Company has not raised equity capital of $750,000 and thereafter by either party upon 30 days' prior notice. The Company may also terminate the Term Sheet for willful misconduct.

The foregoing description of the Term Sheet is qualified in its entirety by reference to the full text of such Term Sheet, a copy of which is attached hereto as Exhibit 10.21 and is incorporated herein in its entirety by reference.

Section 5 – Corporate Governance and Management
Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

As described in Item 1.01 above, Dr. Bonfiglio was appointed as Chief Operating Officer of the Company, effective July 1, 2019, to serve in such office at the pleasure of the board of directors.

Dr. Bonfiglio, 64, has been the principal of Bonfiglio Consulting Group, a company providing strategic and regulatory consulting services to biotech and pharmaceutical companies, from November 2014 to the present. He has served as a director of Genprex, Inc., a public company involved in cancer research, from February 2019 to June 2019 and as a director of GT Biopharma, Inc., a public company from July 2018 to March 2019. From July 2016 to April 2017, Dr. Bonfiglio served as President and Chief Operating Officer of TapImmune Corporation, a publicly held immune-oncology company. From May 2011 to October 2014, Dr. Bonfiglio served as President and Chief Executive Officer of Oragenics, Inc., a publicly held company developing antibiotics against infectious disease treatments for oral mucositis. Dr. Bonfiglio received his BS in chemistry from State University of New York at Stony Brook, a master's degree and PhD in synthetic organic chemistry from University of California at San Diego and an MBA from Pepperdine University.
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There are no arrangements or understandings between Dr. Bonfiglio and any other person pursuant to which he was appointed as an officer of the Company.  In addition, there are no family relationships between Dr. Bonfiglio and any of the Company's other officers or directors.  Except as otherwise disclosed in this Report, there were no transactions since the beginning of the Company's last fiscal year, or any currently proposed transaction, in which the Company is a participant, the amount involved exceeds $120,000, and in which Dr. Bonfiglio had, or will have, a direct or indirect material interest.

Section 8 – Other Events
Item 8.01 Other Events

On June 27, 2019, the Company issued a press release announcing the appointment of Dr. Bonfiglio as Chief Operating Officer of the Company.

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

(d)   Exhibits.
 
Exhibit No .
 
Description
 
 
 
10.21
 
Term Sheet, dated June 25, 2019, between the Company and John N. Bonfiglio
 
99.1
 
Press Release, dated June 27, 2019
 
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: June 27, 2019
By:
/s/ Jonah Meer  
    Name: Jonah Meer  
    Title: Chief Executive Officer  
       
 
 
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TERM SHEET EFFECTIVE AS OF JULY 1, 2019:  BETWEEN QRONS INC. AND DR. JOHN N. BONFIGLIO
Dr. John N. Bonfiglio ("JB") shall be employed as the Chief Operating Officer ("COO") of Qrons Inc. ("The Company"). As COO JB will be responsible for:
1: Guiding and preparing the Company for an IND/BLA filing including hiring and managing the appropriate experts and vendors to expedite the IND/BLA process.
2: Making Investor Presentations for the purpose of raising equity capital for the Company. Terms of all equity capital raises are subject to final acceptance by the Company in its sole discretion. Capital raised and financings referred to in this Term Sheet, refer to equity capital raised in coordination with the Company's bankers Network1 Financial, as well as through any other efforts of COO ( "Equity Capital Raised"), but shall exclude equity capital that may be separately raised by the Company  through its own efforts and without the assistance of the COO, in connection with investors that have been or will be introduced by or through Ariel University , or through affiliation with the Ariel University investor network ("Excluded Equity Capital Raised") . Further, for purposes of clarity and the removal of doubt, loans or advances shall not be considered Equity Capital Raised.
3: Any other duties normally associated with the COO of a biotech company including regular calls/meetings with senior management of Qrons, updates on competition, alerting the Company to potential mergers/ acquisitions and general public company filings and market activities. JB shall report directly to the Company CEO.
COO Compensation:
The granting of 50,000 shares of Qrons stock on July 1, 2019, ¾ immediately vested and, non-forfeitable subject to normal 144 rules, and the remaining ¼  shall vest on January 1, 2020, if  COO is still employed by the Company, or upon the Company achieving Equity Capital Raised in the amount of $500,000, if sooner.
The granting of 100,000 stock options of Qrons on July 1, 2019 exercisable at $2 per share.  50% of such grant shall vest immediately and the remainder shall vest ¼ on July 1, 2020 and ¼ on July 1, 2021, provided COO is still in the employ of the Company on such respective dates.
Should the Company achieve Equity Capital Raised in the amount of $1.5 million within the COO's first 6 months of employment all non-vested options shall immediately vest.
Should the Company achieve Equity Capital Raised in the amount of $1.5 million within JB's first 9 months of employment, JB shall be appointed to the Company's Board of Directors.
COO shall accrue compensation at the rate of $12,000 per month which shall be deferred ("Accrued Deferred Comp") and be earned payable as provided below.
Accrued Deferred Comp shall be earned and be due and payable as Equity Capital Raised is achieved at the rate of 5% of Equity Capital Raised ("Earned Deferred Comp").
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Earned Deferred Comp shall be paid in a lump sum up to the Accrued Deferred Comp amount. Any Earned Deferred Comp remaining shall remain as Earned Deferred Comp and be used against future Accrued Deferred Comp until Earned Deferred Comp amount has been exhausted. For example, if the company achieves Equity Capital Raised of $3M and the COO has accrued Deferred Comp of $24k, the Company will pay the 24K as a lump sum. The remaining $126k of Earned Deferred Comp (5% of $3M is $150k - $24k = $126k) will be paid monthly at $12k per month as Accrued Deferred Comp until the $126k is exhausted.
JB and Company shall consult as to travel and related corporate expenses and Company shall pay all such expenses upon submission of proper documentation to Company. Company shall pay such expenses within 30 days of receipt.  JB acknowledges that travel will be coach unless the flight is over 5 hours long and that hotel stays (especially in NYC) will be at the most reasonable rates available near the areas where roadshows are booked.
Termination: This Term Sheet agreement may be terminated by either party if by October 31 st the Company has not achieved Equity Capital Raised in the amount of $750,000. Nonetheless JB shall be entitled to the balance of any Earned Deferred Comp remaining. After October 31 st , either party can terminate this agreement upon 30 days' notice. This agreement may also be terminated for willful misconduct.
Upon the achieving by the Company of Equity Capital Raised in the amount of $3 million within 1 & ½ years from the start of this agreement, the parties shall negotiate in good faith for a COO contract with JB on terms consistent with a Company similarly situated as Qrons.
The Confidentiality Agreement dated May 6, 2019 by and between JB and the Company shall remain in full force and effect and survive any termination of this Term Sheet agreement.
All intellectual property ("IP") currently owned by the Company, as well as any additional IP created during JB's employment with the Company shall be the property of the Company. Nothing contained in this agreement shall cause the transfer or license of any ownership rights in such current or future additional IP.
 
      Qrons Inc.
     
/s/ John N. Bonfiglio
 
/ s/ Jonah Meer
John N. Bonfiglio 
 
by Jonah Meer, CEO
Dated: June 25, 2019
 
Dated:    June 25, 2019  
      
 
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QRONS APPOINTS VETERAN U.S. BASED BIOTECH
EXECUTIVE DR. JOHN N. BONFIGLIO TO LEAD IND
AND CAPITAL MARKETS RELATED ACTIVITIES

Jun e 27, 2019 NEW YORK, NY. ( GLOBE NEWSWIRE) – VIA NEWMEDIAWIRE. Qrons Inc.  (OTC: QRON), an emerging biotechnology company developing advanced stem cell-synthetic hydrogel-based solutions for the treatment of traumatic brain injuries ("TBIs"), including concussions and penetrating injuries, announced today the appointment of John N. Bonfiglio, PhD, MBA as its Chief Operating Officer .
Dr. Bonfiglio's primary responsibility will be to oversee all investigational new drug("IND") activities in the United States in coordination with Qrons' Israeli-based scientific team. Qrons' goal is to accelerate the IND process in preparation for human clinical trials. The hiring of Dr. Bonfiglio represents another step in the Company's strategy to strengthen its U.S. operations as it continues its regulatory approval efforts for its IND.
"I am pleased to be joining the team at Qrons. Traumatic brain injuries are a problem that is just now being recognized as a long-term chronic condition and for which there are currently no approved treatments. I believe that Qrons' animal studies using state-of-the-art technology are very encouraging", stated Dr. Bonfiglio. 
Dr. Bonfiglio has held various C-suite positions with U.S. publicly traded biotech companies and he will actively assist the Company in expanding its U.S capital market activities. Dr. Bonfiglio received his BS in chemistry from State University of New York at Stony Brook, a master's degree and PhD in synthetic organic chemistry from University of California at San Diego and an MBA from Pepperdine University.

Jonah Meer, Qrons' Chief Executive Officer, commented' "With Dr. Bonfiglio's appointment, we believe we now have in place in the U.S. the capability to obtain an IND for our QS100™   and QS 200™   product candidates, as well as other product candidates being developed in Israel. His experience in doing so is further augmented by his capabilities in dealing with the capital markets. The entire Qrons team is excited with John's appointment."
About Qrons Inc.
Headquartered in New York City, the Company is a publicly traded emerging biotechnology company developing advanced cell-based solutions to combat neuronal injuries with a laser focus on traumatic brain injuries and concussion. The Company has two product candidates for treating TBIs, both integrating proprietary, modified mesenchymal stem cells (MSCs) and smart synthetic material, QS100™ an injury specific, 3D printable, implantable MSCs-synthetic hydrogel, to treat penetrating brain injuries and QS200™ an injectable MSCs-synthetic hydrogel for the treatment of diffused injuries commonly referred to as concussions. The Company entered into a license and research funding agreement ("License Agreement") and related service agreements with Ariel Scientific Innovations 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 entered into a Sponsored Research Agreement with Dartmouth College funding further research with Professor Chenfeng Ke and his team in the Chemistry Department, aiming to develop innovative 3D printable, biocompatible advanced materials. The Company is negotiating, a worldwide, royalty-bearing, exclusive license with Dartmouth for Professor Ke's 3D printable materials in the field of human and animal health. Please visit  http://www.qrons.com .
This press release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on these forward-looking statements. Actual results may differ materially from those indicated by these forward-looking statements as a result of risks and uncertainties impacting the Company's business including increased competition; the ability of the Company to expand its operations, to attract and retain qualified professionals, technological obsolescence; general economic conditions; and other risks detailed from time to time in the Company's filings with the Securities and Exchange Commission.
Contact:

Qrons Inc.
Jonah Meer
Chief Executive Officer
212-945-2080