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): November 4, 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.)

50 Battery Place, #7T, New York, New York10280
(Address of principal executive offices) (Zip Code)

(212)-945-2080
(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))

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 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. [  ]


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

As described in the Current Report on Form 8-K of Qrons Inc. (the “Company”) filed with the SEC on July 18, 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.

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

The foregoing description of the First Amendment is qualified in its entirety by reference to the full text of such First Amendment, a copy of which is attached hereto as Exhibit 10.24 and is incorporated herein in its entirety by reference.

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

(d)   Exhibits.

 Exhibit No.
 
Description
 10.24*
 
First Amendment to Dartmouth College Sponsored Research Agreement, between the Company and the Trustees of Dartmouth College, dated November 4, 2019
 
 
 
*Portions of Exhibit 10.24 have been omitted.


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: November 6, 2019
By:
/s/Jonah Meer
 
 
 
Name: Jonah Meer
 
 
 
Title: Chief Executive Officer
 
 
 
 
 


2
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT
BECAUSE IT IS NOT MATERIAL AND WOULD BE COMPETITIVELY
HARMFUL IF PUBLICLY DISCLOSED

FIRST AMENDMENT TO

DARTMOUTH COLLEGE

SPONSORED RESEARCH AGREEMENT NO. FP4991


THIS FIRST AMENDMENT AGREEMENT (“Amendment”), effective as of July 15, 2019, by and between the Trustees of Dartmouth College, a non-profit, private educational and research institution existing under the laws of the State of New Hampshire (hereinafter “Dartmouth”) and Qrons Inc., a Wyoming corporation with a principal place of business at 50 Battery Place, #7T, New York, New York 10280 (hereinafter “Sponsor”).

WHEREAS, the parties hereto previously entered into that certain Sponsored Research Agreement No. FP4991, dated July 12, 2018 (the “Agreement”); and

WHEREAS, the parties desire to amend such Agreement as further set forth herein; and

NOW, THEREFORE, in consideration of the mutual premises and the covenants herein contained, the parties hereby agree to amend the Agreement as follows:

1.
The definition of “Project Funds” in Section 1.8 of the Agreement is hereby amended to read as follows:  “Project Funds" means those funds to be paid by Sponsor to Dartmouth for the Research Project in the amount of $[  ] in the first year of the Project Period  and $[  ] in the second year of the Project Period  as set out in the Budget and Payment Schedule that is Exhibit B-1 to this Agreement.

2.
Exhibit A to the Agreement is deleted in its entirety and replaced with Exhibit A-1 attached hereto.

3.
Exhibit B to the Agreement is deleted in its entirety and replaced with Exhibit B-1 attached hereto.

4.
The definition of “Project Period” in Section 1.9 is hereby amended to read as follows: “Project Period” shall mean the period commencing as of 07/15/2018 and ending on 07/14/2020.  The Project Period may be extended in writing by duly authorized representatives of the parties. 

5.
Except as amended hereby, the Agreement shall remain in full force and effect in accordance with its terms.

6.
This Amendment may be executed in one or more counterparts each of which when executed shall be deemed to be an original and all of which taken together shall constitute one Amendment.

[Signature page follows.]
1


IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the date last written below:


QRONS, INC.
 
TRUSTEES OF DARTMOUTH COLLEGE
     
By:/s/Jonah Meer
 
By:/s/Sherrie Read
Name: Jonah Meer
 
Name: Sherrie Read
Title: CEO
 
Title: Contract Manager
Date: 11/4/19
 
Date: 11/4/19
     
     
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