M&A - Qrons Inc.

Form Type: NT 10-Q

Filing Date: 2025-05-15

Corporate Action: Acquisition

Type: Update

Accession Number: 000147793225003843

Filing Summary: Qrons Inc. is unable to file its Form 10-Q for the period ended March 31, 2025, in a timely manner due to delays in completing the procedures relating to its period-end reporting process, which includes additional requirements resulting from an acquisition that occurred during this period. This notification indicates that the company anticipated to file the quarterly report within the prescribed time frame of the fifth calendar day following the due date, citing that the delay is unreasonable but necessary. Additionally, Qrons Inc. has not yet filed the required financial statements of its acquired subsidiary, First Person Ltd., which were supposed to be included in an amendment to their Current Report on Form 8-K from February 5, 2025.

Form Type: 10-K

Filing Date: 2025-04-16

Corporate Action: Acquisition

Type: New

Accession Number: 000147793225002791

Filing Summary: Qrons Inc. successfully acquired First Person Ltd., a cognitive wellness company focused on mental performance through proprietary ingredient innovation. This strategic acquisition was driven by the Company's efforts to enhance its growth following previous limited successes. As a result of this acquisition, there was a significant change in the company's board of directors, with new members appointed to lead. The company is now transitioning to a business model that combines biotech and consumer wellness, positioning itself within the growing markets of cognitive wellness and functional beverages. This includes developing a product line featuring innovative cognitive supplements based on functional mushrooms, alongside a new line of alcohol-free social tonics, aimed at a growing consumer trend towards mindful drinking. The Company expects this new direction will enhance shareholder value by tapping into rapidly expanding markets.

Form Type: NT 10-K

Filing Date: 2025-03-31

Corporate Action: Acquisition

Type: New

Accession Number: 000147793225002170

Filing Summary: Qrons Inc. has filed a Form NT 10-K due to its inability to file its Form 10-K for the year ended December 31, 2024, within the prescribed timeline. The delay is attributed to complexities arising from procedures related to year-end reporting, which have been compounded by an acquisition that occurred after the fiscal year. The company indicates that the Form 10-K will be submitted no later than the fifteenth calendar day following the original due date. Additionally, all necessary periodic reports under the applicable securities regulations have been filed, and there are no anticipated significant changes in results of operations compared to the last fiscal year.

Form Type: SC 14F1

Filing Date: 2025-02-06

Corporate Action: Merger

Type: New

Accession Number: 000147793225000753

Filing Summary: On January 31, 2025, Qrons Inc. underwent a change in its Board of Directors as part of a merger agreement with First Person Ltd., resulting in First Person becoming a wholly-owned subsidiary of Qrons. This agreement stipulates that First Person's common stock will be exchanged for 8,000 shares of Series B Convertible Preferred Stock of Qrons. The majority of the Board was restructured with the resignation of previous directors Jonah Meer and Ido Merfeld, replaced by Cory J. Rosenberg, Chris L. Claussen, Ariel Fainsod, Gail D. Hamilton Azodo, and Rosema J. Nemorin. The information statement served solely for informational purposes, indicating no shareholder votes or proxy solicitations were necessary. The statement was delayed in its filing with the SEC, appearing on February 4, 2025, as required by Section 14(f) of the Exchange Act, which mandates informing shareholders of director changes at least 10 days prior.

Form Type: 8-K

Filing Date: 2025-02-05

Corporate Action: Merger

Type: New

Accession Number: 000147793225000698

Filing Summary: On February 4, 2025, Qrons Inc. filed a Form 8-K detailing their recent merger with First Person Ltd. effective January 31, 2025. The Anti-Dilution Agreement established for the Qrons shareholders ensures protection from dilution in their ownership of common stock if new shares are issued within a specified time frame following the merger. The document outlines the terms of the Anti-Dilution Agreement and states that the shareholders will receive additional shares based on their current ownership percentages after specific events. Furthermore, the merger with First Person Ltd. was executed to enhance the company's strategic position in cognitive wellness and dietary supplements. This merger marks a significant change in control, as First Person becomes a wholly-owned subsidiary. The company plans to adopt First Person's business plan and expand product offerings, including alcohol-free functional beverages catering to mindful drinking trends. The summary also notes a planned change in the company's name to 'First Person, Inc.' and an increase in authorized shares to 500 million. Overall, the merger aims to align the company's focus on innovative wellness products while responding to market demands for cognitive enhancement and social wellness.

Form Type: 8-K

Filing Date: 2025-01-21

Corporate Action: Merger

Type: New

Accession Number: 000147793225000341

Filing Summary: On January 15, 2025, Qrons Inc. entered into a Plan and Agreement of Merger with First Person Ltd., where Primary Merger Sub, Inc., a wholly owned Colorado subsidiary of Qrons, will merge into First Person, making it a wholly-owned subsidiary of Qrons. The merger is dependent on First Person securing funding commitments of at least $250,000 and several other customary closing conditions. As part of the merger, 8,000 shares of the newly designated Series B Convertible Preferred Stock will be issued to First Person's shareholders. Additional agreements accompanying the merger include an Anti-Dilution Agreement to protect current shareholders and a stock purchase agreement involving executive changes post-merger. Simultaneously, Qrons filed an Articles of Amendment on January 2, 2025, reducing shares of Series A Preferred Stock and establishing the Series B Convertible Preferred Stock. The Series B shares have defined rights and features, including conversion provisions based on the increase of authorized shares of Common Stock.