UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2026
Commission File Number: 001-42648
NEXUS ADVANCED TECHNOLOGIES INC.
(formerly
K Wave Media Ltd.)
(Exact name of registrant as specified in its charter)
c/o Maples Corporate Services Limited
PO Box 309, Ugland House
Grand Cayman, KY1-1104
Cayman Islands
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
| Item 1.01 | Announcement
of Execution of ATM Consent, Note Repayment and Warrant Exchange Agreement |
On
October 5, 2026, Nexus Advanced Technologies Inc. (formerly K Wave Media Ltd.) (the “Company”) announced its entry into an
ATM Consent, Note Repayment and Warrant Exchange Agreement (the “Agreement”), dated October 2, 2026, with Anson Investments
Master Fund L.P. (“AIMF”) and Anson East Master Fund L.P. (“AEMF” and, together with AIMF, the “Holder”),
each a Cayman Islands exempted limited partnership. AIMF also acts as collateral agent under the Securities Purchase Agreement dated
July 3, 2025, as amended (the “SPA”). The Agreement governs (i) the Company’s at-the-market offering (the “ATM”),
(ii) the application of ATM proceeds to repay the Company’s Senior Secured Convertible Notes due July 12, 2027 (the “Note”),
and (iii) the amendment of the Holder’s existing warrants to permit cashless exchange for ordinary shares.
A
copy of the press release announcing the Agreement is attached as Exhibit 99.1 to this report on Form 6-K and is incorporated by reference
herein.
ATM
Consent and Limited Waiver
The
Holder consents to the Company’s ATM during the period from the week of September 28, 2026 through March 31, 2027 (the “ATM
Consent Period”), conducted pursuant to the Company’s effective Form F-3 registration statement. The Company has agreed not
to sell under the ATM at a price below $2.00 per share, subject to customary commissions and fees.
The
Holder waives provisions of the Note, SPA and related documents that would otherwise prohibit the ATM, require notice, participation,
consent or mandatory redemption, or limit the offering—including the Variable Rate Transaction prohibition in Section 4.12(b) and
the participation right in Section 4.19 of the SPA—solely for ATM sales during the ATM Consent Period. The waiver is subject to
suspension upon the Company’s uncured material default of any payment or delivery obligation for five business days.
Application
of ATM Proceeds
Within
three business days after each ATM settlement, the Company must pay the Holder 20% of net cash proceeds after commissions and documented
expenses (each, an “ATM Payment”). Payments are made by wire transfer, allocated pro rata between the Holder Funds based
on Note principal, accompanied by a statement of shares sold, proceeds, and deductions. The Holder applies each ATM Payment first to
accrued interest and late fees, then to principal. Unpaid amounts bear interest at 8% per annum from the third business day after the
due date.
Warrant
Acknowledgment, Amendment and Exchange
The
Agreement confirms that, after giving effect to the 1-for-30 reverse split on August 3, 2026 and all required adjustments, the existing
warrants (the “Existing Warrants”) are exercisable for 8,310,250 ordinary shares at $1.90 per share.
The
Agreement amends the Existing Warrants to permit cashless exchange. The Holder may, at any time from September 25, 2026, surrender all
or any portion of the Existing Warrants in exchange for ordinary shares (the “Exchange Shares”) equal to the warrant shares
exchanged multiplied by 0.5415 (the “Exchange Ratio”), rounded to the nearest whole share (a “Cashless Exchange”).
Total Exchange Shares issuable are 4,500,000 (AIMF: 3,510,000; AEMF: 990,000). No cash consideration is payable.
Exchange
Shares must be delivered via DTC’s Deposit/Withdrawal at Custodian system, without restrictive legend, by the first trading day
after receipt of an exchange notice. The shares are issued under Section 3(a)(9) of the Securities Act, and the holding period tacks
to the Existing Warrants’ issuance date for Rule 144 purposes.
Volume
Limitation
During
the period from the effective date until the earlier of the Holder’s sale of all Exchange Shares or the end of the ATM Consent
Period (the “Leak-Out Period”), the Holder may not sell Exchange Shares or Note conversion shares exceeding 15% of daily
Nasdaq trading volume as reported by Bloomberg (the “Volume Limitation”). The Volume Limitation does not restrict exchange
notices, share issuances, pledges, affiliate transfers, or private transactions.
Note
Terms and Subsequent Adjustments
The
Note remains in effect under existing terms. Upon payment of $2,500,000 (the “Agreed Payment Amount”), the Note becomes convertible
solely at a fixed price equal to the three-day VWAP preceding payment, and all anti-dilution, price reset and ratchet provisions terminate.
Once Note principal falls below $500,000, the Variable Rate Transaction prohibition in Section 4.12 is waived, and participation rights
under Section 4.19 continue for ten months.
Representations,
Covenants and Compliance
The
Company represents that the Agreement and warrant amendment have been duly authorized, and no shareholder, Nasdaq or other approval is
required for the amendment or Exchange Share issuance. The Company submitted a “Cayman Home Country Practice” letter to Nasdaq
on September 30, 2026 and believes Rule 5635(d) is not triggered. The Exchange Shares will be duly authorized, validly issued, fully
paid and non-assessable, free of liens or restrictive legends (other than securities law restrictions), with sufficient authorized shares
reserved and Nasdaq listing approved.
Disclosure
Obligations
The
Company must furnish a Form 6-K disclosing all material terms by 9:00 a.m. New York time on the first business day after the effective
date, with the Agreement attached (the “Cleansing 6-K”). Upon furnishing, the Holder will not possess material non-public
information received from the Company.
Governing
Law and Enforcement
The
Agreement is governed by New York law. The Company acknowledges that breach would cause irreparable harm and agrees the Holder is entitled
to specific performance and injunctive relief without proving damages or posting bond. Each Holder Fund’s obligations are several,
not joint. The Agreement is a Transaction Document under the SPA and Note, with the SPA’s prevailing-party fee and dispute provisions
applying mutatis mutandis.
The
foregoing description is qualified in its entirety by reference to the Agreement, filed as Exhibit 99.2 and incorporated herein by reference.
Forward-Looking
Statements
This
report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended, and the safe harbor provisions of the U.S. Private Securities Litigation Reform Act
of 1995. All statements other than statements of historical facts included in this report are forward-looking statements. Forward-looking
statements are neither historical facts nor assurances of future performance. Instead, they are based only on the Company’s current
beliefs, expectations, and assumptions regarding the future of its business, future plans and strategies, projections, anticipated events
and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent
uncertainties, risks, and changes in circumstances that are difficult to predict and many of which are outside of the Company’s
control. The Company’s actual results and financial condition may differ materially from those indicated in the forward-looking
statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual
results and financial condition to differ materially from those indicated in the forward-looking statements include the risks and uncertainties
described in the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2025, filed with the Commission, and
the Company’s other filings with the Commission. The Company undertakes no obligation to publicly update any forward-looking statement,
whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
Incorporation
by Reference
This
Report is incorporated by reference into the registration statement on Form F-3 (File No. 333-297167) of the Company, filed with the
Commission, and any amendments thereto, and any other registration statements filed by the Company to be a part thereof from the date
on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
EXHIBIT
INDEX
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated October 5, 2026 |
| 99.2 |
|
ATM Consent, Note Repayment and Warrant Exchange Agreement, dated October 2, 2026 |
Signature
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, thereunto duly authorized.
| |
Nexus Advanced Technologies Inc. |
| |
|
| |
By: |
/s/ Ted Kim |
| |
Name: |
Ted Kim |
| |
Title: |
Chief Executive Officer |
Date: October 5, 2026
Exhibit 99.1
Nexus Advanced Technologies Announces
Anson Note and Warrant Restructuring Agreement with Anson Funds
NEW YORK and SEOUL, South Korea, Oct. 05, 2026 (GLOBE
NEWSWIRE) -- Nexus Advanced Technologies Inc. (Nasdaq: NXAT), formerly K Wave Media Ltd. (the “Company”), today announced
that it has entered into an ATM Consent, Note Repayment and Warrant Exchange Agreement (the Note and Warrant Restructuring Agreement”),
effective as of October 2, 2026, with Anson Investments Master Fund L.P. and Anson East Master Fund L.P. (collectively, the “Anson
Funds”).
The Note and Warrant Restructuring Agreement is intended
to simplify the Company’s capital structure and support future financing as management evaluates potential acquisitions, mergers
and other strategic transactions across the AI ecosystem and advanced technologies. There can be no assurance that any transaction will
be pursued or completed.
Under the Note and Warrant Restructuring Agreement, i)
full payment of $2.5 million will make the remaining note convertible solely at a fixed price equal to the average daily VWAP for the
three trading days immediately preceding full payment, with its anti-dilution, price-reset and similar adjustment provisions ceasing to
apply. ii) Anson may, at its discretion, exchange warrants covering 8,310,250 ordinary shares for an aggregate of 4.5 million ordinary
shares, subject to ownership limits and specified adjustments; delivery of the corresponding exchange shares cancels the exchanged warrants,
and completion of the full exchange eliminates their anti-dilution and price-adjustment provisions. The cashless exchange provides no
cash proceeds to the Company and will dilute existing shareholders. iii) Anson has also consented to an ATM offering during the agreed
consent period at a minimum public offering price of $2.00 per ordinary share. Existing adjustment provisions continue until the applicable
payment or exchange milestone is completed, and other note terms and specified financing restrictions, participation rights, repayment
rights and security arrangements remain in effect except as expressly amended or waived.
“Our objective is to make our capital structure
more predictable as we pursue future financing and evaluate strategic acquisitions and other transactions,” said Myungjong Kim,
Co-Chief Executive. “Completing the agreed payment and other requirements per the agreement will eliminate variable conversion pricing
and anti-dilution adjustments from the remaining note, while completing the warrant exchange will retire the exchanged warrants and their
adjustment provisions.”
The Company will furnish the Note
and Warrant Restructuring Agreement and this release to the Securities and Exchange Commission on Form 6-K. Investors should review the
Note and Warrant Restructuring Agreement for the complete terms, conditions and continuing obligations.
About Nexus Advanced Technologies
Nexus Advanced Technologies Inc. (Nasdaq: NXAT) pursues
strategic investments, acquisitions and partnerships across AI infrastructure and advanced technologies, including data centers, AI compute
and GPU infrastructure.
Forward Looking Statements
This press release contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Forward-looking statements include, but are not limited to, statements regarding the ATM offering, the application of ATM proceeds,
the repayment and conversion of the Note, the exchange of warrants for ordinary shares, the Company’s capital structure and financial
flexibility, and the Company’s evaluation of potential strategic transactions.
These forward-looking statements are based on management’s
current expectations, assumptions and estimates and are subject to a number of risks and uncertainties that could cause actual results
to differ materially from those anticipated, including: general market and economic conditions; the Company’s ability to conduct
the ATM offering on anticipated terms or at all; the Company’s ability to make the required payments under the Agreement; the timing
and amount of any warrant exchanges; the Company’s ability to identify, negotiate and consummate any strategic transaction; and
the risks and uncertainties described in the Company’s most recent Annual Report on Form 20-F and subsequent filings with the U.S.
Securities and Exchange Commission.
The Company can provide no assurance that it will enter
into or consummate any strategic transaction, or that any such transaction, if completed, will achieve its intended benefits.
All forward-looking statements speak only as of the date
of this press release and are qualified in their entirety by reference to the factors discussed in the Company’s filings with the
SEC. The Company undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future
events or otherwise, except as required by law.
Media Contact:
Investor Relations: info@kwavemedia.com
Public Relations:
info@redroosterpr.com
Exhibit 99.2
ATM CONSENT, NOTE REPAYMENT AND WARRANT EXCHANGE AGREEMENT
This ATM Consent, Note Repayment and Warrant Exchange Agreement (this “Agreement”) is entered into as of September 25, 2026 (the “Effective Date”), by and among Nexus Advanced Technologies Inc., formerly known as K Wave Media Ltd., a Cayman Islands exempted company (the “Company”), Anson Investments Master Fund L.P., a Cayman Islands exempted limited partnership (“AIMF”), and Anson East Master Fund L.P., a Cayman Islands exempted limited partnership (“AEMF” and, together with AIMF, each a “Holder Fund” and, collectively, the “Holder”). Each Holder Fund is a party to this Agreement solely with respect to the securities of the Company held by it, and the obligations of the Holder Funds are several and not joint. AIMF also executes this Agreement in its capacity as collateral agent under the SPA (as defined below) (the “Agent”), solely for purposes of Section 5.
The Holder holds (a) the convertible note(s)
issued by the Company pursuant to the Securities Purchase Agreement dated as of July 3, 2025, among the Company, the Holder Funds and
the Agent, as amended by the Amendment to Securities Purchase Agreement and Waiver dated as of April 29, 2026 (as so amended, the “SPA”),
being the Senior Secured Convertible Notes due July 12, 2027 originally issued on July 11, 2025, as amended, restated, exchanged
or partially redeemed from time to time (collectively, the “Note”), and (b) the Warrants to Purchase Ordinary Shares
issued by the Company to each Holder Fund on July 11, 2025 pursuant to Section 2 of the SPA (as adjusted through the Effective Date,
the “Existing Warrants”). The parties wish to permit the Company to conduct an at-the-market offering, to provide
for a partial repayment of the Note, and to amend the Existing Warrants to permit their exchange for ordinary shares of the Company.
They agree as follows:
1. ATM Consent and Limited
Waiver
The Holder consents to the Company’s
commencement and conduct, beginning during the week of September 28, 2026 and ending on [March 31, 2027] (the “ATM
Consent Period”), of an at-the-market offering of its ordinary shares pursuant to its effective Form F-3 registration statement
and a sales agreement with its sales agent (the “ATM”). The Company shall instruct its sales agent not to effect any
sale under the ATM at a price to the public below $2.00 per ordinary share, subject to customary brokerage commissions and transaction
fees. To the extent any provision of the Note or another agreement to which the Holder is a party would prohibit or restrict the ATM
solely by reason of the issuance or sale of ATM shares, or would require a notice, participation opportunity, consent or mandatory redemption
solely as a result of the ATM, the Holder waives that provision (including, without limitation, the prohibition on Variable Rate Transactions
in Section 4.12(b) of the SPA and the participation right in Section 4.19 of the SPA) solely for ATM sales made during the ATM Consent
Period and in accordance with this Agreement. Nothing in this Section 1 waives or limits (a) any adjustment to the exercise price,
number of warrant shares or Exchange Ratio (as defined below) under the Existing Warrants, (b) any adjustment to the conversion price
of the Note, or (c) any right or remedy of the Holder arising from the Company’s failure to comply with this Agreement, that remains
uncured for five (5) business days. The consent and waiver in this Section 1 shall be suspended, upon said five (5) business days’
for so long as the Company is in material default of any payment or delivery obligation under Section 2 or Section 3. The Company represents
and warrants that it has obtained, or will obtain prior to the first sale under the ATM, all consents and waivers required under any
other agreement to which it is a party in connection with the ATM (including under Section 4.12 of the Securities Purchase Agreement
for its August 2026 registered direct offering), and that no other person is entitled to any consideration, adjustment or other right
as a result of the ATM that has not been disclosed to the Holder in writing. This consent does not waive any restriction imposed by law,
Nasdaq, the registration statement or an agreement with a person that is not bound by this Agreement.
Draft for counsel review ● September 25, 2026
2. Application of ATM
Proceeds
Within three business days after the Company
receives cash proceeds from each settlement of ATM sales, it shall pay the Holder an amount equal to 20% of the net cash proceeds actually
received by the Company from that settlement, after sales agent commissions and reasonable and documented offering expenses directly
attributable to those sales (the “ATM Payment”). Each ATM Payment shall be made by wire transfer of immediately available
funds to the account designated by the Holder, allocated between the Holder Funds pro rata based on the principal amount of the Note
then held by each, and shall be accompanied by a written statement setting forth the number of ordinary shares sold, the gross proceeds,
the commissions and expenses deducted and the net proceeds for the applicable settlement. The Holder shall apply each ATM Payment to
the Note first to accrued and unpaid interest and Late Fees (if any), then to outstanding principal. The Holder shall promptly provide
payment instructions and a written accounting of each application. No payment is due under this Section unless the Company actually receives
ATM proceeds. Any ATM Payment not made when due shall bear interest at the rate of 8% per annum (or, if less, the maximum rate permitted
by applicable law) from the date that is three (3) business days after the due date until paid in full, without prejudice to the Holder’s
rights under Section 8 of the Note.
3. Warrant Acknowledgment, Amendment
and Exchange
(a)
Acknowledgment. The Company acknowledges, confirms and agrees that, as of the Effective Date, after giving effect to the 1-for-30
reverse share split effected on August 3, 2026 and all adjustments required under Section 2 of the Existing Warrants (including the
reduction of the Exercise Price to $1.90 pursuant to Section 2(b) and the corresponding proportionate increase in the Warrant
Number pursuant to Section 2(f)), the Existing Warrants are outstanding, valid and in full force and effect and are exercisable
for an aggregate of 8,310,250 ordinary shares of the Company at an Exercise Price of $1.90 per share, allocated between the Holder
Funds as set forth on Schedule A. The Company further acknowledges that the Existing Warrants have not been exercised, transferred,
cancelled or modified, that the Company has no claim, defense, offset or counterclaim with respect to the Existing Warrants, and
that nothing in this Agreement limits any further adjustment to which the Holder is entitled under the Existing Warrants after the
Effective Date.
(b)
Amendment. Effective immediately upon execution of this Agreement, and without any further action by any party, each Existing
Warrant is hereby amended, pursuant to Section 11 thereof, by adding the following as a new Section 1(h):
“(h) Cashless Exchange. Notwithstanding anything contained herein to the contrary (other than Section 1(f)), the Holder may, at any time and from time to time on or after September 25, 2026, in its sole discretion and in whole or in part, by delivery (whether via electronic mail or otherwise) of a written notice to the Company (an “Exchange Notice”), surrender all or any portion of this Warrant for cancellation in exchange for the issuance by the Company to the Holder (or its designee) of a number of Ordinary Shares (the “Exchange Shares”) equal to the product of (x) the number of Warrant Shares as to which this Warrant is being so exchanged, multiplied by (y) 0.5415 (the “Exchange Ratio”), rounded to the nearest whole share (a “Cashless Exchange”); provided that the aggregate number of Exchange Shares issuable upon the Cashless Exchange of all of the Warrant Shares underlying this Warrant shall be the number set forth opposite the Holder’s name on Schedule A to the ATM Consent, Note Repayment and Warrant Exchange Agreement dated September 25, 2026 (the “Exchange Agreement”), and the final Cashless Exchange hereunder shall be adjusted to the extent necessary to achieve that aggregate. No Exercise Price, cash payment or other consideration shall be payable by the Holder in connection with a Cashless Exchange. The Exchange Ratio shall be proportionately adjusted for any share dividend, share split, subdivision, combination, reverse share split or similar event occurring after September 25, 2026, and the Exchange Shares shall be entitled to the benefit of Sections 3 and 4 hereof as if they were Warrant Shares. Sections 1(a), 1(c), 1(e), 1(f), 1(g), 9, 15, 16 and 17 shall apply to each Cashless Exchange and to the Exchange Shares, mutatis mutandis, as if such Cashless Exchange were an exercise of this Warrant, such Exchange Notice were an Exercise Notice and such Exchange Shares were Warrant Shares (including, without limitation, the Company’s obligation to deliver the Exchange Shares on or before the Share Delivery Date, which for this purpose shall be the first (1st) Trading Day following the Company’s receipt of the Exchange Notice, and the remedies set forth in Section 1(c)). For the avoidance of doubt, the Maximum Percentage in Section 1(f)(i) shall apply to each Cashless Exchange, and any portion of this Warrant that is not exchanged as a result thereof shall remain outstanding and exchangeable hereunder. The Company and the
Draft for counsel review ● September 25, 2026
2
Holder acknowledge and agree that each Cashless Exchange constitutes an exchange by the Company with its existing security holder exclusively within the meaning of Section 3(a)(9) of the Securities Act, that no commission or other remuneration has been or will be paid or given, directly or indirectly, for soliciting such exchange, and that, for purposes of Rule 144 under the Securities Act, the holding period of the Exchange Shares tacks to the original Issuance Date of this Warrant. The Company agrees not to take any position contrary to this Section 1(h).”
(c) Delivery of Exchange Shares. The Company shall deliver the Exchange Shares issuable pursuant to each Exchange Notice to the applicable Holder Fund (or its designee) by crediting them to the Holder Fund’s balance account with DTC through its Deposit/Withdrawal at Custodian system, without restrictive legend, on or before the first Trading Day (as defined in the Existing Warrants) following the Company’s receipt of the Exchange Notice. The Company shall, at its sole expense, (i) within one Trading Day after the Effective Date, deliver to its transfer agent irrevocable instructions, in form reasonably acceptable to the Holder, to issue the Exchange Shares upon receipt of Exchange Notices in accordance with this Section 3 and (ii) cause its counsel to deliver to the transfer agent, concurrently with the instructions in clause (i) and thereafter as reasonably requested by the Holder, a legal opinion confirming that the Exchange Shares may be issued without restrictive legend pursuant to Rule 144 under the Securities Act. The Company shall not require any opinion, representation or other document from the Holder as a condition to the issuance or transfer of Exchange Shares other than the Exchange Notice. If the Company fails to deliver any Exchange Shares when required by this Section 3, the Holder shall be entitled, in addition to all other remedies, to the remedies set forth in Section 1(c) of the Existing Warrants (including the daily cash payment and Buy-In provisions).
(d) Company representations. The Company represents and warrants to the Holder that: (i) this Agreement and the amendment of the Existing Warrants have been duly authorized by all necessary corporate action, and no approval of the Company’s shareholders, Nasdaq or any other person is required for the amendment of the Existing Warrants or the issuance of the Exchange Shares.Both the Holder and the Company also note that the Company has submitted a “Cayman Home Country Practice” letter to Nasdaq on September 30, 2026, and believes thereafter, the agreement will not trigger Nasdaq Rule 5635(d). But in the unlikely event Nasdaq applies the rule, the parties will discuss and execute in good faith the most efficient way to issue shares beyond the 20% as diligently as it can (ii) the Exchange Shares, when issued in accordance with this Section 3, will be duly authorized, validly issued, fully paid and non-assessable, free of any liens, preemptive rights, transfer restrictions (other than under applicable securities laws) or restrictive legends; (iii) the Company has reserved, and will maintain, a sufficient number of authorized but unissued ordinary shares to issue all of the Exchange Shares; (iv) the Company is not, and has never been, a “shell company” as defined in Rule 144(i) under the Securities Act, and the Company has filed all reports required to be filed by it under the Securities Exchange Act of 1934 during the preceding twelve months; (v) the Company has submitted, or will submit prior to the first Cashless Exchange, any notification to Nasdaq required in connection with the issuance of the Exchange Shares; and (vi) the Exchange Shares are, and will be at the time of issuance, approved for listing on Nasdaq. The Company shall remain current in its reporting obligations under the Securities Exchange Act of 1934 until the Holder has sold or otherwise disposed of all Exchange Shares.
(e) Effect. Except as expressly amended by Section 3(b), the Existing Warrants remain unmodified and in full force and effect and are hereby ratified and confirmed. Nothing in this Agreement amends, waives or otherwise affects Section 1(f) of the Existing Warrants. Each Existing Warrant shall be cancelled only upon, and to the extent of, the Company’s delivery of the Exchange Shares issuable in respect of the Warrant Shares surrendered in the applicable Cashless Exchange. The Company shall, upon request of the Holder, issue to the Holder replacement warrant certificates reflecting the amendment in Section 3(b) and the then-remaining Warrant Number (as defined in the Existing Warrants), and shall execute and deliver such further instruments as the Holder may reasonably request to give effect to this Section 3. This Agreement constitutes the written consent of the Holder to the amendment of the Existing Warrants for purposes of Section 11 of the Existing Warrants.
Draft for counsel review ● September 25, 2026
3
4. Volume Limitation
From the Effective Date until the earlier
of (a) the date on which the Holder has sold all of the Exchange Shares and (b) the end of the ATM Consent Period (the “Leak-Out
Period”), the Holder agrees that it shall not sell, in the aggregate across the Holder Funds on any Trading Day, a number of
Exchange Shares or ordinary shares issued upon conversion of the Note exceeding 15% of the daily composite trading volume of the Company’s
ordinary shares on the Nasdaq Stock Market for that Trading Day, as reported by Bloomberg (the “Volume Limitation”).
The Volume Limitation (i) applies to Exchange Shares and ordinary shares issued upon conversion of the Note and not to any other securities
of the Company now or hereafter held by the Holder (including ordinary shares issuable upon conversion of the Note), (ii) shall not restrict
the delivery of Exchange Notices, the issuance of Exchange Shares, or any pledge, transfer to an affiliate, or privately negotiated transaction
that does not involve a sale on the open market, and (iii) shall automatically and permanently terminate, without notice, upon the earliest
of: (A) the Company’s failure to make any ATM Payment or to deliver any Exchange Shares when due under this Agreement, which failure
remains uncured for ten (5) business days (B) any other material breach by the Company of this Agreement that is not cured within 5 business
days; (C) the occurrence of any event of default under the Note that remains uncured beyond any applicable cure period set forth therein,
or; (D) the suspension, delisting or halting of trading of the ordinary shares on Nasdaq for more than five Trading Days; (E) . An inadvertent
sale by the Holder in excess of the Volume Limitation on any Trading Day shall not constitute a breach of this Agreement if the Holder
reduces its sales on the following Trading Day by the amount of such excess. The Company acknowledges that the Holder may have sold,
and may sell, ordinary shares prior to the Effective Date and that the Volume Limitation has no application to any such sales.
5. Note Remains Outstanding
The Note, including its payment,
conversion, collateral, default and other rights, remains in full force and effect under its existing terms until amended or
terminated as set forth herein. Upon the Company’s payment of $2,500,000 (“Agreed Payment Amount”) in full, the
Note shall thereafter be convertible solely at a fixed conversion price equal to (I) the average of the daily volume-weighted
average price of the Company’s ordinary shares for the three (3) consecutive Trading Days immediately preceding the date on
which the Agreed Payment Amount is paid in full and all anti-dilution, price reset, ratchet, and similar adjustment provisions of
the Note shall be of no further force or effect; and once the remaining Note principal goes below $500,000 (z) Section 4.12
(Variable Rate Transaction) will be waived and 4.19 (Participation Rights) will remain for 10 months thereafter. Each payment
reduces the Note only by the amount applied under Section 2 or its governing documents. Any further amendment, satisfaction or
release requires a separate writing signed by the parties. Except for the express, limited consent and waiver in Section 1 and
the amendment of the Existing Warrants in Section 3, this Agreement does not amend the Note, the SPA, the Existing Warrants or
any related transaction document and is not a waiver of an existing or future default or of any right or remedy of the Holder.
Without limiting the foregoing, (a) the ATM Payments are in addition to, and not in substitution for, the Holder’s rights
under Section 9 of the Note, which continue to apply to any private placement financing, Change of Control Transaction or other
event described therein; (b) any Digital Assets or AI Infrastructure Investments acquired with ATM proceeds shall constitute
Collateral as defined under and in accordance with Section 7(b)(ix) of the Note and Sections 4.13 and 4.17 of the SPA, subject to
release upon payment of the Agreed Payment Amount as set forth above; (c) nothing in this Agreement releases, subordinates or
otherwise affects the Collateral, the Security Agreement, the Account Control Agreement or the rights of the Agent thereunder.
Draft for counsel review ● September 25, 2026
4
6. Approvals and Compliance
The Company shall obtain all required
board and shareholder approvals and comply with applicable securities laws, Nasdaq rules and its constitutional documents in
amending the Existing Warrants and issuing the Exchange Shares. If, notwithstanding Section 3(d), any shareholder approval,
Nasdaq approval or other consent is determined to be required for the issuance of any Exchange Shares, the Company shall obtain it
at its sole expense as promptly as practicable and in any event within 60 days after the Effective Date (using its best efforts,
including by calling a shareholder meeting and recommending approval), and the consent and waiver in Section 1 shall be suspended
until it is obtained. The Holder acknowledges that the ATM may be delayed, suspended or terminated for legal, market or operational
reasons, and the Company makes no commitment as to proceeds or timing; provided that nothing in this sentence limits the
Company’s obligations under Section 3, which are not conditioned on the commencement, continuation or results of the
ATM.
7. Disclosure
On or before 9:00 a.m., New York time, on
the first business day after the Effective Date, the Company shall furnish a Report of Foreign Private Issuer on Form 6-K disclosing
all material terms of this Agreement, including the ATM, the ATM Payments and the amendment of the Existing Warrants, and attaching this
Agreement as an exhibit (the “Cleansing 6-K”). The Company represents that, upon the furnishing of the Cleansing 6-K,
the Holder will not be in possession of any material, non-public information concerning the Company or its subsidiaries received from
the Company or its representatives. From and after the Effective Date, the Company shall not, and shall cause its officers, directors,
agents and representatives not to, provide the Holder with any material, non-public information concerning the Company without the Holder’s
prior written consent. The Company shall not, without the prior written consent of the Holder, publicly disclose the name of the Holder,
any Holder Fund or any of their affiliates, or include such names in any filing with the SEC or any regulatory agency or Nasdaq, other
than in the Cleansing 6-K in the form reasonably approved by the Holder and as otherwise required by applicable law (in which case the
Company shall provide the Holder with prior notice and a reasonable opportunity to comment). Sections 4.6 and 4.8 of the SPA and
Section 10 of the Existing Warrants apply to this Agreement and to all information furnished to the Holder in connection with it.
8. Authority and Entire Agreement
Each party represents that it has full power and authority to enter into and perform this Agreement and that this Agreement constitutes its valid and binding obligation, enforceable in accordance with its terms. This Agreement governs only its subject matter and supersedes prior discussions concerning that subject matter. It may be amended only in a signed writing. It may be signed in counterparts and by electronic signature. This Agreement is a Transaction Document for purposes of the SPA and the Note. This Agreement shall be governed by the internal laws of the State of New York, and Sections 5.10 (including the prevailing-party fee provision) and 5.23 of the SPA apply to this Agreement, mutatis mutandis; provided that the amendment of the Existing Warrants set forth in Section 3(b) shall be governed by, and disputes under Section 3 may at the Holder’s election be brought in accordance with, Section 13 of the Existing Warrants. The Company acknowledges that a breach of this Agreement would cause irreparable harm to the Holder for which monetary damages would be an inadequate remedy, and agrees that the Holder shall be entitled to specific performance and injunctive relief, without the necessity of proving actual damages or posting a bond, in addition to all other remedies. The obligations of each Holder Fund under this Agreement are several and not joint, and nothing in this Agreement shall be deemed to constitute the Holder Funds as a partnership, association or “group” for purposes of Section 13(d) of the Securities Exchange Act of 1934. This Agreement is for the benefit of the parties and their respective successors and permitted assigns, and the Holder may assign its rights hereunder to any transferee of the Note or Existing Warrants.
[signature page follows]
Draft for counsel review ● September 25, 2026
5
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
| NEXUS ADVANCED TECHNOLOGIES INC. |
| |
|
|
|
| By: |
/s/ Ted Kim |
|
Date: |
10/2/2026 |
| Name: |
Ted Kim |
|
Title: |
Co-CEO |
ANSON INVESTMENTS MASTER FUND L.P.
(for itself and as Agent) |
|
|
| |
|
|
|
| By: |
/s/ Amin Nathoo |
|
Date: |
10/2/2026 |
| Name: |
Amin Nathoo |
|
Title: |
Director, Anson Advisors Inc. |
| ANSON EAST MASTER FUND L.P. |
| |
|
|
|
| By: |
/s/ Amin Nathoo |
|
Date: |
10/2/2026 |
| Name: |
Amin Nathoo |
|
Title: |
Director, Anson Advisors Inc. |
Draft for counsel review ● September 25, 2026
6
SCHEDULE A
Existing Warrants and Exchange Shares
| Holder Fund |
Warrant Shares
underlying Existing
Warrant (as adjusted) |
Exercise Price |
Exchange Ratio |
Aggregate
Exchange Shares |
| Anson
Investments Master Fund L.P. |
[6,481,995] |
$1.90 |
0.5415 |
[3,510,000] |
| Anson
East Master Fund L.P. |
[1,828,255] |
$1.90 |
0.5415 |
[990,000] |
| Total |
8,310,250 |
|
|
4,500,000 |
Original Warrant Numbers as of the July 11, 2025 Issuance Date: 3,363,500 (AIMF) and 948,680 (AEMF), each at an original Exercise Price of $3.6616, prior to the 1-for-30 reverse share split effected August 3, 2026 and the Section 2(b) and 2(f) adjustments resulting from the Company’s August 2026 registered direct offering at $1.90 per share.
Draft for counsel review ● September 25, 2026
Sch. A-1
