Item 1.01 Entry into a Material Definitive Agreement

On November 30, 2019, Qrons Inc. (the "Company") entered into a royalty and license fee sharing agreement (the "Royalty Agreement") with Ariel Scientific Innovations Ltd., an Israeli corporation ("Ariel") which, among other things, supersedes and terminates the license and research funding agreement, dated December 14, 2016, as amended (the "License Agreement"), between the parties. Certain services agreements related to laboratory access and other services are not affected by such termination.

From and after the occurrence of an Exit Event, as such term is described in the Royalty Agreement, including an underwritten public offering of the Company's shares with proceeds of at least $25 million, a consolidation, merger or reorganization of the Company, and a sale of all or substantially all of the shares and/or the assets of the Company, Ariel has the right to require the Company to issue up to 3% of the issued and outstanding shares of common stock of the Company at the time Ariel exercises such right.

In consideration for the parties' agreement to terminate the License Agreement and for future general scientific collaboration between the parties, the Company agreed to pay Ariel a royalty of 1.25% of net sales (as defined in the Royalty Agreement) of products sold by the Company, or its affiliates and licensees for fifteen years from the first commercial sale in a particular country.

The foregoing description of the Royalty Agreement is qualified in its entirety by reference to the full text of such Agreement, a copy of which is attached hereto as Exhibit 10.25 and is incorporated herein in its entirety by reference.

Item 5.02 Departure of Directors or Certain Officers

Dr. John N. Bonfiglio was terminated as Chief Operating Officer of the Company as of November 30, 2019.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No. Description

10.25 Royalty and License Fee Sharing Agreement, dated November 30, 2019, between


      the Company and Ariel Scientific Innovations Ltd.



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