NATURE OF OPERATIONS AND GOING CONCERN |
6 Months Ended |
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Jun. 30, 2026 | |
| Nature Of Operations And Going Concern | |
| NATURE OF OPERATIONS AND GOING CONCERN | NOTE 1 – NATURE OF OPERATIONS AND GOING CONCERN
Femto Technologies Inc. (Formerly known as BYND Cannasoft Enterprises Inc.) (the “Company” or “Femto”) is a Canadian company which was amalgamated under the Business Corporations Act (British Columbia) on March 29, 2021. The Company’s registered address is 2264 East 11th Avenue, Vancouver, Canada.
The Company currently operates only in Israel and through its subsidiaries develops, markets and sells a proprietary client relationship management software known as “Benefit CRM” and in addition the Company has developed the Sensera device (formerly the EZ-G device), a unique, patent pending device that, combined with proprietary software (provisional application), regulates the flow of lubricants and oils into the soft tissues of the female sexual organs.
On March 29, 2021, the Company completed the business combination transactions with BYND – Beyond Solutions Ltd. (“BYND”). As a result of the business combination transactions, BYND became a wholly owned subsidiary of the Company. This transaction is accounted for as a reverse asset acquisition of the Company by BYND (“RTO”).
On March 29, 2021, BYND completed the share exchange agreement with B.Y.B.Y. As a result of the share exchange agreement, BYND holds % ownership interest in B.Y.B.Y. One of the former shareholders holds the remaining % ownership interest in B.Y.B.Y. in trust for BYND, for the purpose to comply with Israeli Cannabis Laws regarding the ownership of medical cannabis license rights This transaction was accounted for as asset acquisition according to IFRS 2 Share-based Payment.
On September 22, 2022, the Company and the former shareholder of Zigi Carmel Initiatives and Investments Ltd. (“ZC”) entered into a share exchange agreement, whereby the Company would acquire % ownership interest in ZC from the former shareholder in exchange for subordinate voting shares ( subordinate voting shares post reverse splits) of the Company. The share exchange agreement was executed and fully completed on September 22, 2022.
Effective July 22, 2024, the Company changed its name to Femto Technologies Inc.
Reverse stock splits
On April 17, 2025, the Company announced a one (1) for five hundreds (500) reverse stock split of its outstanding subordinate voting shares that became effective on April 22, 2025.
All shares, stock options, share purchase warrants, RSU’s and per share information in these consolidated financial statements have been restated to reflect the reverse stock splits on a retroactive basis.
The Lion’s Roar Operation
On February 28, 2026, after the reporting date, “The Lion’s Roar Operation” (the “Operation”) commenced, a joint military operation by the United States and Israel involving attacks in Iran.
In response, Iran launched ballistic missiles and unmanned aerial vehicles (UAVs) toward Israel and certain states in the Persian Gulf region. These events have resulted in civilian casualties and property damage in Israel. Additionally, Hezbollah, a terrorist organization in Lebanon, joined the attacks against Israel and Israel has started military operations in Lebanon.
FEMTO TECHNOLOGIES INC. Notes to the Condensed Consolidated Interim Financial Statements For the six months ended June 30, 2026 (Expressed in Canadian dollars) (Unaudited)
NOTE 1 – NATURE OF OPERATIONS AND GOING CONCERN (continued)
Following the commencement of the Operation, Israel’s Home Front Command announced a “special home front situation” and updated safety guidelines that include, among other measures, restrictions on passenger flights, limitations on gatherings, broad reserve recruitment, and temporary closure of certain businesses, which has contributed to a partial reduction in economic activity.
Since this is an event beyond the Company’s control and characterized by uncertainty, in particular as to when the Operation will end, as of the approval date of these consolidated financial statements, the Company is unable to predict the intensity of the impact of the Operation on the Company’s financial condition and the results of BYND operations.
As of the date of approval of these consolidated financial statements, a ceasefire has been announced. While this development may contribute to a gradual easing of certain restrictions and a recovery in economic activity, significant uncertainty remains regarding the stability of the ceasefire and the potential for renewed escalation. Accordingly, the ultimate impact of the operation and related developments on the Company’s financial condition and results of operations remains uncertain, and the Company continues to monitor the situation closely.
Going Concern
During the six months ended June 30, 2026, the Company incurred a net loss of $1,749,549, generated negative cash flow from operating activities of $1,898,279 and an accumulated deficit of $61,729,681 as at June 30, 2026.
On February 28, 2025, the Company completed the transactions contemplated under a securities purchase agreement (the “Purchase Agreement”) with institutional investors for the purchase and sale of subordinate voting shares and warrants at a price of US$ per subordinate voting unit for total consideration of approximately US$17.0 million ($20,552,190 net).
The Company plans to invest in marketing and sales efforts for the Sensera device, reduce expenses of research and development and maintain other expenditures at the same level compared to the year ended December 31, 2025.
The Company has $13,002,242 in cash on hand and $12,052,688 in working capital and believes that it will be sufficient to meet its planned expenditures and to meet obligations for the foreseeable future.
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