Material Event (Form 8-K)

Item 8.01 Other Events.

On September 30, 2020, CQENS Technologies Inc. (the "Company") entered into an Asset Purchase Agreement (the "IP Asset Purchase Agreement") with Xten Capital Group, Inc., a related party ("Xten"), pursuant to which it acquired a portfolio of 29 U.S. and international patents and patent applications in the areas of devices and technologies for aerosolizing certain remedies and pharmaceutical preparations, as well as the solutions and preparation for inhaled delivery. As consideration for the acquisition, the Company issued Xten common stock purchase warrants exercisable for an aggregate of 21,000,000 shares of its common stock at an exercise price of $5.31 per share (the "Warrants"), including a Series A Common Stock Purchase Warrant (the "Series A Warrant") exercisable for 7,000,000 shares of common stock commencing on September 30, 2023 and expiring on September 30, 2026, and a Series B Common Stock Purchase Warrant (the "Series B Warrant") exercisable for 7,000,000 shares of common stock commencing on September 30, 2026 and expiring on September 30, 2029, and a Series C Common Stock Purchase Warrant exercisable for 7,000,000 shares of common stock commencing on September 30, 2029 and expiring on September 30, 2032.

On September 3, 2026, the Company approved an amendment to modify the Series A Warrants and Series B Warrants (the "Amendment"). Pursuant to this Amendment, Xten agreed to modify and delay the exercise period of the Series B Warrant to now commence on September 30, 2029 and expire on September 30, 2032. In exchange for Xten's agreement to delay the exercise period of the Series B Warrant, the Company agreed to amend the exercise period of the Series A Warrant from September 30, 2023 through September 30, 2026 to September 30, 2029 through September 30, 2032.

Except as described above, there have been no other modifications to the Series A Warrant or the Series B Warrant and all other terms of such warrants remain unchanged and in full force and effect.

The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Exhibit filed as Exhibit 4.1, which is incorporated by reference into this Item 8.01.