Filing Details

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  Cusip No. 74737F101

(1)

Does not include 1,000 shares of Series A Preferred Stock of the Issuer ("Series A Stock") which, pursuant to the terms of the Certificate of Designation of such Series A Stock, together with the other outstanding shares of Series A Stock has voting rights equal to 66.66% of the outstanding voting capital of the Issuer.

(2)	Represents 1,000 shares of Series A Stock having voting rights equal to 66.66% of the outstanding voting capital of the Issuer.

 

Cusip No. 74737F101

(1)

Does not include 1,000 shares of Series A Preferred Stock of the Issuer ("Series A Stock") which, pursuant to the terms of the Certificate of Designation of such Series A Stock, together with the other outstanding shares of Series A Stock has voting rights equal to 66.66% of the outstanding voting capital of the Issuer.

(2)	Represents 1,000 shares of Series A Stock having voting rights equal to 66.66% of the outstanding voting capital of the Issuer.

 

 

Item 1. Security and Issuer

This Statement on Schedule 13D relates to the common stock, par value $0.0001 per share (the "Common Stock"), of Qrons Inc., a Wyoming corporation (the "Issuer"). The principal executive offices of the Issuer are located at 777 Brickell Avenue, Suite 500, Miami, Florida 33131.

Item 2. Identity and Background

Mr. Merfeld's principal occupation is serving as President and a director of the Issuer. Mr. Merfeld is also Chairman of Ivory Software Systems of Tel Aviv, Israel, which provides services to the financial services industry. The address of the Issuer is 777 Brickell Avenue, Suite 500, Miami, Florida 33131.

Item 3. Source and Amount of Funds or Other Consideration

On August 22, 2016, at the Issuer's inception, each of the Reporting Persons purchased (i) 5,060,000 shares of Common Stock and (ii) 1,000 shares of Series A Preferred Stock of the Issuer ("Series A Stock") for aggregate consideration of $507. Pursuant to the terms of the Certificate of Designation of such Series A Stock, the holders of the Series A Stock together have voting rights equal to 66.66% of the outstanding voting capital of the Issuer. The securities were acquired with personal funds.

Item 4. Purpose of Transaction

 

              The shares of common stock acquired by the Reporting Persons were acquired for investment purposes. The Reporting Persons do not have any current plans or proposals that would relate to or result in any of the matters set forth below:

(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

     (b) An extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving the Issuer or any of its subsidiaries;

     (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

     (d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

     (e) Any material change in the present capitalization or dividend policy of the Issuer;

 

 

     (f) Any other material change in the Issuer's business or corporate structure, including but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;

     (g) Changes in the Issuer's charter, bylaws, or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person;

     (h)  Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

     (i) A class of equity securities of the Company becoming eligible for termination of registration  pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or

     (j) Any action similar to any of those enumerated above.

Item 5. Interest in Securities of the Issuer

(a) As of September 28, 2015, the Reporting Persons are each deemed to be the beneficial owner of 5,060,000 shares of Common Stock, representing 43.80% of the issued and outstanding Common Stock based upon 11,552,000 shares of Common Stock outstanding as reported in the Issuer's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on August 11, 2017. The Reporting Persons also each beneficially own 1,000 shares of Series A Stock representing together 66.66% of voting stock of the Issuer.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Other than as described in Item 3 above, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any other person with respect to any securities of the Issuer.

 

Item 7. Material to Be Filed as Exhibits

Exhibit 1   Certificate of Designation of Series A Preferred Stock (incorporated by reference to Exhibit 3.2 to Issuer's Registration Statement on Form S-1 filed with the SEC on March 13, 2017.

 

Exhibit 2   Joint Filing Agreement, dated September 28, 2017 between the Reporting Persons

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:  September 28, 2017

 

	/s/Jonah Meer
	Jonah Meer
	/s/Ido Merfeld
	Ido Merfeld

 

Exhibit 2

Joint Filing Agreement