This Amendment No. 1 to the Statement on Schedule 13D filed on September 28, 2017 (the “Schedule 13D”), with the Securities and Exchange Commission
(the “SEC”) on behalf of Jonah Meer and Ido Merfeld (the “Reporting Persons” and each, a “Reporting Person”), with respect to the common stock, par value $0.0001 per share (the “Common Stock”), of Qrons Inc. Inc. (the “Company”) is being filed
pursuant to Rule 13d-2 of the Securities Exchange Act of 1934 to amend and supplement certain information set forth below in the items indicated. Only those items that are amended or supplemented are reported herein. All capitalized terms used in
this Amendment No. 1 and not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D. Except as amended and supplemented herein, the Schedule 13D, including the definitions of terms not otherwise defined herein,
remains in full force and effect.
Item 1. Security and Issuer
The principal executive offices of the Issuer are located at 50 Battery Place, #7T, New York, New York 10280.
Item 2. Identity and Background
(b) The Reporting Persons’
business address is 50 Battery Place, #7T, New York, New York 10280.
(c) The address of the
Issuer is 50 Battery Place, #7T, New York, New York 10280.
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.
On December 4, 2017, December 10, 2018 and December 17, 2019, each of the Reporting Persons was granted an immediately
exercisable option to purchase 300,000 shares, 325,000 shares and 325,000 shares, respectively, of Common Stock at an exercise price of $2.00 per share for services provided to the Issuer.
Item 5. Interest in Securities of the Issuer
(a) As of December 26, 2019, the Reporting Persons are each deemed to be the beneficial owner of 6,010,000 shares of Common
Stock, representing 42.8% of the issued and outstanding Common Stock based upon 13,079,809 shares of Common Stock outstanding as of November 13, 2019 as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and
Exchange Commission on November 14, 2019. The Reporting Persons also each beneficially own 1,000 shares of Series A Stock representing together 66.66% of voting stock of the Issuer.
(b) Each of the Reporting
Persons has the sole power to vote or to direct the vote and to dispose of or to direct the disposition of 6,010,000 shares of Common Stock. The foregoing number of shares do not include 1,000 shares of Series A Stock beneficially owned by
each of the Reporting representing together 66.66% of voting stock of the Issuer.
(c) Other than
as reported above, during the past 60 days, the Reporting Persons affected no transactions in the Issuer’s Common Stock.
