EX-4.1 2 ex4-1.htm EX-4.1 Exhibit 4.1 AGREEMENT OF AMENDMENT TO THE SERIES A AND SERIES B COMMON STOCK PURCHASE WARRANTS OF CQENS TECHNOLOGIES INC. This amendment to both the Series A and Series B Common Stock Purchase Warrants of CQENS Technologies Inc. (“ Amendment ”) is dated as of September 3, 2026 (the “ Effective Date ”), by and between CQENS Technologies Inc., a Delaware corporation (the “ Company ”) and Xten Capital Group, Inc., a Minnesota corporation (the “ Holder ”). Company and the Holder are sometimes individually referred to herein as a “Party” or collectively referred to herein as the “Parties.” RECITALS WHEREBY, the Parties previously entered into that certain Series A and Series B Common Stock Purchase Warrants of CQENS Technologies Inc. (the “ Warrants ”) and WHEREBY, the Parties desire to amend the Warrants pursuant to the terms and conditions of this Amendment and the Board of Directors of the Company has approved this Amendment to be effective as of the date hereof. AGREEMENT NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and conditions set forth below, and for other good and valuable consideration, the receipt a…
Open exhibit ↗Current Report · Items 8.01, 9.01 · 8-K
CQENS Technologies Inc.
Other Events
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.…
Disclosure sections
Item 8.01Item 8.01 - Other Events
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.