UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): March 25, 2025 (March 12, 2025)

+1 (587) 577-9261

(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:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging Growth Company ☐

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. ☐

Item 4.01. Changes in Registrant’s Certifying Accountant.

(a) Former Independent Registered Public Accounting Firm. On March 12, 2025, the Board of Directors of Qrons Inc., a Wyoming corporation (the “Company”), approved and ratified the dismissal of Green Growth CPAS (“Green Growth”) as the Company’s independent registered public accounting firm, effective immediately. The Company has authorized Green Growth to respond fully to the inquiries of OLAYINKA OYEBOLA & CO. (“OO & Co.”), the successor auditors.

Green Growth’s report on the Company’s financial statements for the year ended December 31, 2023, did not contain an adverse opinion or disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles, except that Green Growth’s report for the fiscal year ended December 31, 2023, included an explanatory paragraph indicating that there was substantial doubt about the Company’s ability to continue as a going concern.

During the Company’s most recent fiscal year ended December 31, 2023, and the subsequent interim period through March 24, 2025: (i) there were no disagreements between the Company and Green Growth on any matters of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Green Growth, would have caused it to make reference to the subject matter of the disagreements in connection with its report on the Company’s financial statements; and (ii) there were no “reportable events” (as described in Item 304(a)(1)(v) of Regulation S-K), except for the material weakness described in Item 9A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

The Company has provided Green Growth with the disclosures under this Item 4.01(a) and has requested and received from Green Growth a copy of the letter addressed to the Securities and Exchange Commission stating that Green Growth agrees with the above statements. A copy of the letter from Green Growth is attached as Exhibit 16.1 to this Current Report on Form 8-K.

(b) New Independent Registered Public Accounting Firm. On March 12, 2025, the Board of Directors of the Company approved and ratified the appointment of OLAYINKA OYEBOLA & CO. (“OO & Co.”) as the Company’s new independent registered public accounting firm, effective immediately. During the Company’s two most recent fiscal years ended December 31, 2023 and 2022, and the subsequent interim period through March 12, 2025, neither the Company nor anyone acting on behalf of the Company had consulted OO & Co. regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, nor did OO & Co. provide a written report or oral advice to the Company that OO & Co. concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issues; or (ii) any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as described in Item 304(a)(1)(v) of Regulation S-K).

Item 9.01. Financial Statements and Exhibits.

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, hereunder duly authorized.