CQENS Technologies Inc. Amends Stock Warrants Linked to Patent Purchase

What Happened

• CQENS Technologies filed an 8-K (Item 8.01) on Sept. 3, 2026 disclosing an amendment to warrants issued to related party Xten Capital Group under a Sept. 30, 2020 IP asset purchase. The Company originally issued three series of common stock purchase warrants (7,000,000 shares each) as consideration for a portfolio of 29 U.S. and international patents and applications in aerosolizing and inhaled-delivery technologies. The warrants carry an exercise price of $5.31 per share.
• Under the amendment, the exercise periods for the Series A and Series B warrants were changed: the Series A exercise window was moved from Sept. 30, 2023–Sept. 30, 2026 to Sept. 30, 2029–Sept. 30, 2032, and the Series B window was moved to commence Sept. 30, 2029 and expire Sept. 30, 2032. All other warrant terms remain unchanged.

Key Details

• Asset purchase date: Sept. 30, 2020 — 29 patents/patent applications for aerosolizing/inhaled delivery tech.
• Consideration: 21,000,000 warrants total (three series of 7,000,000 each) at $5.31 per share.
• Amendment date: Sept. 3, 2026 — Series A and Series B exercise periods shifted to Sept. 30, 2029–Sept. 30, 2032.
• Xten Capital Group, Inc. is a related party; no other changes to the warrants were disclosed.

Why It Matters

• The amendment delays when Xten can exercise two tranches of warrants, pushing potential equity dilution and any cash proceeds from exercises into the 2029–2032 period rather than earlier years. The exercise price ($5.31) and the total number of shares issuable (21 million) remain the same, so the maximum potential dilution is unchanged but deferred.
• Investors should note the connection to a related-party IP acquisition (inhaled delivery technologies) and that the Company has formalized the extended conversion timelines by filing the amendment.