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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): December 23, 2025

 

CQENS Technologies Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   000-55470   27-1521407

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

170 S Green Valley Parkway

Suite 343

Henderson, NV 89012

(Address of principal executive offices Zip Code)

 

Registrant’s telephone number, including area code: 702-661-2404

 

5550 Nicollet Avenue, Minneapolis, MN 55419

(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: (see General Instruction A.2. below):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
None   Not applicable   Not applicable

 

Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by checkmark 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 3(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 8.01 Other Events.

 

Effective December 23, 2025, CQENS Technologies Inc. (the “Company”) relocated its principal executive office from 5550 Nicollet Avenue, Minneapolis, MN 55419 to 170 S Green Valley Parkway, Suite 343, Henderson, NV 89012. The lease of the executive office facilities in Henderson, NV, is for a term of 12 months at an approximate cost of $1440.75 per month. The facilities are sufficient to maintain the Company’s current operations and the Company continues to maintain its facilities in Aptos, California for research and development and product engineering.

 

 

 

 

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 hereunto duly authorized.

 

  CQENS TECHNOLOGIES INC.
     
Date: December 30, 2025 By:  /s/ William P. Bartkowski
    William P. Bartkowski, President