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): ~~November 19~~June 9, ~~2024~~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.)

5550 Nicollet Avenue, Minneapolis, MN 55419

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (612) 812-2037

(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© 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 71.01. ~~Regulation~~Entry FDinto ~~Disclosure~~a Material Definitive Agreement.

~~On November~~Effective ~~19,~~June ~~2024~~9, 2025 CQENS Technologies Inc. (the ~~distributed~~“Company”) entered into a ~~letter~~manufacturing tocontract ~~its~~with Montrade ~~shareholders~~S.p.A., of(“Montrade”) a ~~record~~company asbased ofin ~~November~~Bologna, 18Italy, ~~2024~~for ~~providing~~Montrade to manufacture and install a ~~review~~ module for the automated manufacture of tobacco consumables for the ~~company~~Company’s ~~recent~~proprietary, ~~developments~~patented and ~~overview~~patent pending Heat-not-Burn system. The system heats plant-based and/or ~~update~~medicant-infused formulations onto produce aerosols for the ~~company~~inhalation of the plant and medicant constituents without combustion or the constituents of combustion, although there are no assurances the Company’s ~~plan~~products ofcan ~~operations~~be commercialized. The ACompany ~~copy~~made an initial payment of ~~this~~approximately ~~letter~~$1,017,000 USD and is required to make additional ~~furnished~~payments of up to approximately $1,765,000 USD for the tobacco module as ~~Exhibit~~certain 99stages are completed.1 toThe Company expects this ~~report~~module, designed to manufacture tobacco consumables at 300 per minute, to be completed by the third quarter of 2026. The Company previously contracted with Montrade to deliver an initial 100 per minute module under a purchase agreement dated July 13, 2022, as amended. This module is expected to be completed early in the third quarter of 2025.

~~Pursuant to~~The ~~General~~foregoing ~~Instruction~~description ~~B.2~~ of ~~Form 8-K,~~ the ~~information~~terms ~~in this Item 7.01~~ of ~~Form 8-K, including Exhibit 99.1, is being furnished and~~the ~~shall~~agreement does not bepurport ~~deemed~~to ~~“filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise~~ be ~~subject to~~complete ~~the~~and ~~liabilities~~is ofqualified ~~that~~in ~~section,~~its ~~nor~~entirety ~~is it incorporated~~ by reference ~~into~~to ~~any filing of~~ the ~~company~~full ~~under~~text ~~the Securities Act~~ of ~~1933 or~~ the ~~Securities Exchange Act of 1934~~agreement, ~~whether~~which ~~made~~is ~~before~~filed as oran ~~after~~exhibit ~~the~~to ~~date~~this ~~hereof, regardless of any general incorporation language in such filing~~report.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

		Incorporated by Reference			Filed or Furnished Herewith
No.	Exhibit Description	Form	Date Filed	Number
99.1	Letter to Shareholders dated November 19, 2024				Filed
10.1+	Purchase Agreement between CQENS Technologies Inc. and Montrade S.p.A effective June 9, 2025.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

+ Exhibits and/or Schedules have been omitted. The Company hereby agrees to furnish to the Staff of the Securities and Exchange Commission upon request any omitted information.

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: November 20, 2024	By:	/s/ William P. Bartkowski
Date: June 10, 2025	By:	/s/ William P. Bartkowski
		William P. Bartkowski, President

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