Femto Technologies Inc 20-F/A for FY2023

Femto Technologies Inc. (FMTOF)

20-F/A 2024-07-01 For: 2023-12-31

Added on August 22, 2026

About this 20-F/A

Femto Technologies Inc filed this 20-F/A on July 1, 2024, covering the fiscal year ended December 31, 2023 (FY2023).

Headline figures

Fiscal year ended December 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: 1.08M CAD; down 4.1% from 1.12M CAD a year earlier
Net loss: 18.5M CAD; compared with a net loss of 1.66M CAD a year earlier
Diluted EPS: -91.20 CAD; compared with -9.88 CAD a year earlier

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Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Shares		BCAN		Nasdaq

Large accelerated filer ☐		Accelerated filer ☐		Non-accelerated filer ☒
				Emerging growth company ☒

Exhibit Number		Exhibit Description

1.1		Form of Underwriting Agreement (1)

2.1		Certificate of Amalgamation (2)

2.2		Business Combination Agreement (2)

2.3		First Amendment to Business Combination Agreement (2)

2.4		Second Amendment to Business Combination Agreement (2)

3.1		Notice of Articles of the Company (2)

3.2		Amended and Restated Articles of the Company (3)

4.1		Form of Series A Warrant (1)

4.2		Form of Series B Warrant (1)

4.3		Form of Pre-funded Warrant (1)

10.1		Consulting Agreement dated June 29, 2021, by and between the Company and Yiftah Ben Yaackov (2)

10.4		License Assignment dated November 24, 2019, between Dalia Bzizinsky and B.Y.B.Y Investments and Promotions Ltd. (2)

10.5		Lease dated May 1, 2020, between Dalia Bzizinsky and Cannasoft Pharma Ltd. (2)

10.6		Trust Declaration dated as of October 1, 2020 (2)

10.8		Escrow Agreement dated March 29, 2021 among the Company, Computershare Investor Services and certain stockholders (2)

10.10		Stock Option Plan (7)

10.12		Share Purchase Agreement dated September 18, 2022, by and between the Company and Carmel Zigdon (4)

10.13		Shareholders Rights Plan dated January 24, 2024, by and between the Company and Computershare Investor Services Inc. (6)

10.14		Release Agreement dated May 27, 2024, by and between the Company and Dalia Bzizinsky.

12.1		Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934

12.2		Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934

13.1		Certification of the Chief Executive Officer pursuant to 18 U.S.C. 1350

13.2		Certification of the Chief Financial Officer pursuant to 18 U.S.C. 1350

16.1		Letter from Dale Matheson Carr -Hilton Labonte LLP (2)

16.2		Letter from BF Borgers CPA PC (5)

16.3		Letter from Reliant CPA PC (5)

99.1		Authorization for Dealing in Controlled Substances Issued by the Ministry of Health dated October 12, 2020 (2)

99.2		Cultivation Farm license (7)

99.3		License to deal with a Controlled Substance without Contact Issued by the Ministry of Health, Israeli Medical Cannabis Agency dated February 5, 2023 (4)

(1)	Incorporated by reference to the Company’s Amendment No. 1 to its Registration Statement on Form F-1 filed on March 7, 2024
(2)	Incorporated by reference to the Company’s Form 20-F/A filed on May 18, 2022.
(3)	Incorporated by reference to the Company’s Form 6-K filed on February 12, 2024
(4)	Incorporated by reference to the Company’s Annual Report on Form 20-F filed on April 27, 2023
(5)	Incorporated by reference to the Company’s Form 6-K filed on January 17, 2023
(6)	Incorporated by reference to the Company’s Form 6-K filed on January 24, 2024
(7)	Incorporated by reference to the Company’s Registration Statement on Form F-1 filed on February 28, 2024

	BYND CANNASOFT ENTERPRISES INC.

	By:	/s/ Yftah Ben Yaackov
	Name:	Yftah Ben Yaackov
	Title:	Chief Executive Officer

BYND Cannasoft Enterprises Inc.
Reports of Independent Registered Public Accounting Firm (PCAOB ID : 6906)	F-3
Consolidated Statements of Financial Position as of December 31, 2022 and 2023	F-4
Consolidated Statements of Loss and Comprehensive Loss for the Years Ended December 31, 2021, 2022 and 2023	F-5
Consolidated Statements of Changes in Shareholders’ Equity (Deficiency) for the Years Ended December 31, 2021, 2022 and 2023	F-6
Consolidated Statements of Cash Flows for the Years Ended December 31, 2021, 2022 and 2023	F-7
Notes to Consolidated Financial Statements	F-8 - F-36

	Page

Reports of Independent Registered Public Accounting Firms (PCAOB ID : 6906 and 5041)	F-3

Statements of Financial Position	F-4

Statements of Loss and Comprehensive Loss	F-5

Statements of Changes in Shareholders’ Equity	F-6

Statements of Cash Flows	F-7

Notes to Financial Statements	F-8 – F-36

		December 31,			December 31,
As at	Notes	2023			2022
Assets
Cash		$	3,113,934		$	2,392,871
Funds held in escrow			-			-
Accounts receivable	6		189,434			227,804
Prepaid expenses			25,372			825,563
Total Current Assets			3,328,740			3,446,238
Intangible assets*	7		33,463,103			46,161,855
Property and equipment*	8		9,525			295,115
Total Assets		$	36,801,368		$	49,903,208
Trade payables and accrued liabilities	9	$	258,515		$	154,361
Related Parties	10		450,048			37,094
Deferred revenue	16		131,794			219,068
Long term loan – current portion	12		46,680			47,740
Total Current Liabilities			887,037			458,263
Long term loan	12		38,427			88,231
Warrants	11		958,146			-
Liabilities for employee benefits	13		91,533			86,015
Total Liabilities		$	1,975,143		$	632,509
Shareholders’ Equity
Share capital	14	$	59,367,042		$	54,806,522
Share purchase warrants reserve			-			639,879
Shares to be issued			53,567			41,875
Share-based payment reserve			711,267			570,446
Translation differences reserve			(7,246	)		15,746
Capital reserve for re-measurement of defined benefit plan	13		13,764			13,279
Accumulated Deficit			(25,312,169	)		(6,817,048	)
Total Shareholders’ equity		$	34,826,225		$	49,270,699
Total Liabilities and Shareholders’ Equity		$	36,801,368		$	49,903,208

“Yftah Ben Yaackov”		“Gabi Kabazo”
Director		Director


For the year ended December 31	Notes	2023			2022			2021

Revenue	16	$	1,076,861		$	1,123,072		$	1,217,459
Cost of revenue	8, 17		(678,305	)		(506,500	)		(594,321	)
Gross profit			398,556			616,572			623,138
Consulting and marketing			1,387,628			8,190			20,309
Research and Development			836,833			-			-
Depreciation and Amortization	7, 8		93,354			30,702			51,988
General and administrative expenses			1,254,089			947,300			334,036
Share-based compensation			343,252			153,909			550,517
Professional fees			1,739,430			1,220,746			278,012
Total operating expense			(5,654,586	)		(2,360,847	)		(1,234,862	)

Loss before other income (expense)			(5,256,030	)		(1,744,275	)		(611,724	)
Other income (expense)
Finance income (expenses), net			314			(14,451	)		(13,514	)
Foreign exchange gain (loss)			(76,469	)		100,322			123,002
Gain from warrants revaluation			7,704			-			-
Covid-19 grant			-			-			53,301
Listing expense			-			-			(4,394,390	)
Impairments			(13,142,481	)		-			-
Other operating expense			(13,210,932	)		85,871			(4,231,601	)

Loss before tax			(18,466,962	)		(1,658,404	)		(4,843,325	)
Tax expense	18		(28,159	)		(6,280	)		(35,413	)
Loss for the year		$	(18,495,121	)	$	(1,664,684	)	$	(4,878,738	)

Other comprehensive income (loss)
Exchange differences on translation			(22,992	)		(11,709	)		14,473
Remeasurement of a defined benefit plan, net			485			3,835			6,223
Other comprehensive income (loss) for the year			(22,507	)		(7,874	)		20,696
Total comprehensive loss		$	(18,517,628	)	$	(1,672,558	)	$	(4,858,043	)

Loss per share – basic and diluted*		$	(91.20	)	$	(9.88	)	$	(41.42	)
Weighted average number of common shares outstanding – basic and diluted*			204,054			167,716			117,540

*	*		*		*			*			*			*			*		*			*
	Number of shares**		Share capital		Shares to be issued			Share purchase warrants reserve			Translation differences reserve			Share-based payment reserve			Capital reserve for re-measurement of defined benefit plan		Accumulated Deficit			Total Shareholders’ Equity
Balance at January 1, 2021		42,886		289		-			-			12,982			-			3,221		(273,626	)		(257,134	)
Shares issued for acquisition of B.Y.B.Y Investments and promotions Ltd. (“B.Y.B.Y.”)		51,745		840,941		-			-			-			-			-		-			840,941
Shares issued upon reverse takeover		32,995		5,140,676		-			-			-			-			-		-			5,140,676
Proceeds for shares issued		27,022		4,812,365		-			-			-			-			-		-			4,812,365
Proceeds for shares issued from exercise of stock options		316		49,200		-			-			-			-			-		-			49,200
Proceeds for shares to be issued		-		-		81,967			-			-			-			-		-			81,967
Share purchase warrants reserve		-		-		-			639,879			-			-			-		-			639,879
Share-based payments		-		-		-			-			-			550,517			-		-			550,517
Loss for the period		-		-		-			-			-			-			-		(4,878,738	)		(4,878,738	)
Other comprehensive income for the period		-		-		-			-			14,473			-			6,223		-			20,696
Balance at December 31, 2021		155,154	$	10,843,471	$	81,967		$	639,879		$	27,455		$	550,517		$	9,444	$	(5,152,364	)	$	7,000,369
Proceeds for shares issued from exercise of stock options		1,526		371,780		-			-			-			(133,980	)		-		-			237,800
Shares issued for acquisition of Zigi Carmel Initiatives and Investments Ltd. (“ZC”)		41,684		42,768,000		-			-			-			-			-		-			42,768,000
Shares issued for services		71		83,752		-			-			-			-			-		-			83,752
Share-based payments		-		-		-			-			-			153,909			-		-			153,909
Shares to be issued for services		-		-		41,875			-			-			-			-		-			41,875
Proceeds for shares issued		965		739,519		(81,967	)		-			-			-			-		-			657,552
Loss for the period		-		-		-			-			-			-			-		(1,664,684	)		(1,664,684	)
Other comprehensive loss for the period		-		-		-			-			(11,709	)		-			3,835		-			(7,874	)
Balance at December 31, 2022		199,400	$	54,806,522	$	41,875		$	639,879		$	15,746		$	570,446		$	13,279	$	(6,817,048	)	$	49,270,699
Balance		199,400	$	54,806,522	$	41,875		$	639,879		$	15,746		$	570,446		$	13,279	$	(6,817,048	)	$	49,270,699
Shares issued for cash, net		24,305		3,729,901		-			-			-			-			-		-			3,729,901
Shares issued for services		259		190,740		(41,875	)		-			-			-			-		-			148,865
Share-based payments		-		-		-			-			-			140,821			-		-			140,821
Shares to be issued for services		-		-		53,567			-			-			-			-		-			53,567
Warrants expired		-		639,879		-			(639,879	)		-			-			-		-			-
Loss for the period		-		-		-			-			-			-			-		(18,495,121	)		(18,495,121	)
Other comprehensive loss for the period		-		-		-			-			(22,992	)		-			485		-			(22,507	)
Balance at December 31, 2023		223,964	$	59,367,042	$	53,567			-		$	(7,246	)	$	711,267		$	13,764	$	(25,312,169	)	$	34,826,225
Balance		223,964	$	59,367,042	$	53,567			-		$	(7,246	)	$	711,267		$	13,764	$	(25,312,169	)	$	34,826,225

*		Adjusted to reflect one (1) for one hundred ninety (190) reverse stock split in March 2024 (see Note 1)
**		The number of shares outstanding before the RTO have been restated to reflect the effect of issuing 53.84 RTO shares for each share outstanding.

	●	the assessment of the Company’s ability to continue as a going concern and whether there are events or conditions that may give rise to significant uncertainty;
	●	the classification of financial instruments;
	●	the assessment of revenue recognition using the five-step approach under IFRS 15 and the collectability of accounts receivable; and
	●	the determination of the functional currency of the company.

	●	assets and liabilities for each statement of financial position presented are translated at the exchange rate on the date of the statement of financial position;
	●	income and expenses for each statement of comprehensive loss are translated at the average exchange rate in effect during the reporting period;

Financial assets / liabilities		Classification under IFRS 9
Cash		FVTPL
Accounts receivable		Amortized cost
Marketable securities		FVTPL
Trade payables and accrued liabilities		Amortized cost
Convertible debt		Amortized cost
Derivative liability		FVTPL
Promissory note		Amortized cost
Long term loan		Amortized cost


For the year ended December 31	2023			2022			2021
Operating activities:
Loss for the year	$	(18,495,121	)	$	(1,664,684	)	$	(4,878,738	)
Items not involving cash:
Depreciation		93,355			33,100			55,921
Finance expense		3,333			4,977			5,697
Change in benefits to employees		6,003			2,792			10,414
Gain from conversion of debt to note		-			-			(155,548	)
Listing expense		-			-			4,394,390
Gain from revaluation of warrants		(7,704	)		-			-
Impairments		13,142,481			-			-
Share-based compensation		140,821			153,909			550,517
Shares issued for services		202,432			125,627			-
Foreign exchange (gain) loss		177,906			(106,463	)		(71,876	)
Changes in non-cash working capital items:
Accounts receivable		38,370			(30,976	)		45,489
Trade payables and accrued liabilities		67,060			10,857			(185,218	)
Related parties		450,048			-			-
Prepaid expenses		800,191			(785,323	)		(37,891	)
Deferred revenue		(87,274	)		189,022			(77,819	)
Net cash used in operating activities		(3,468,099	)		(2,067,162	)		(344,662	)
Investing activities:
Purchase of property and equipment*		(7,703	)		(123,172	)		(170,548	)
Investment in intangible assets*		(366,325	)		(1,886,717	)		(672,533	)
Disposal of property and equipment		-			1,500			-
Net cash used in investing activities		(374,028	)		(2,008,389	)		(843,081	)
Financing activities:
Proceeds from exercise of stock options		-			237,800			49,200
Proceeds from private placements held in escrow		-			-			2,500,000
Proceeds from private placements		-			657,552			2,952,244
Proceeds from shares to be issued		-			-			81,967
Cash acquired from acquisition of BYND		-			-			494,144
Repayment of lease obligations		-			-			(17,796	)
Proceeds from public offering, net		4,695,751			-			-
Repayment of long term loan		(45,350	)		(46,561	)		(11,437	)
Net cash provided by financing activities		4,650,401			848,791			6,048,322
Net Increase (decrease) in cash		808,274			(3,226,760	)		4,860,579
Release of funds from escrow		-			2,484,634			-
Effect of foreign exchange rate changes on cash		(87,211	)		109,647			86,390

Description		Years
Computers and equipment		3
Vehicles		3
Furniture and equipment		6

	●	Fixed payments, including in-substance fixed payments, less any lease incentives receivable;
	●	Variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
	●	amounts expected to be payable under a residual value guarantee;
	●	exercise prices of purchase options if the Company is reasonably certain to exercise the option; and
	●	payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease.


	As Previously Reported			Adjustments			As Revised
Financial Position as at December 31, 2022
Intangible Assets	$	45,139,683		$	1,022,172		$	46,161,855
Property and Equipment		1,317,287			(1,022,172	)		295,115
Total Assets	$	49,903,208		$	-		$	49,903,208

Cash Flow for the year ended December 31, 2022
Purchase of property and equipment	$	(938,635	)	$	815,463		$	(123,172	)
Investment in intangible assets		(1,071,254	)		(815,463	)		(1,886,717	)
Cash used in investing activities	$	(2,008,389	)	$	-		$	(2,008,389	)

Cash Flow for the year ended December 31, 2021
Purchase of property and equipment	$	(392,652	)	$	222,104		$	(170,548	)
Investment in intangible assets		(450,429	)		(222,104	)		(672,533	)
Cash used in investing activities	$	(843,081	)	$	-		$	(843,081	)


Consideration transferred:	$
Value allocated to shares issued - 7,920,000 shares (41,684 shares post reverse split) at $5.40 per share		42,768,000

Fair value of assets and liabilities acquired:
Investments		137,811
Intangible asset – patents pending		42,768,000
Shareholder loan		(137,811	)
Fair value of assets and liabilities		42,768,000

	December 31, 2023		December 31, 2022
Trade receivables	$	119,094	$	136,274
Income tax advances		52,003		90,528
Interest receivable		17,494		-
Due from shareholders		843		1,002
Accounts receivable	$	189,434	$	227,804

	Software*			License			Patents Pending			Total
Cost
Balance, December 31, 2021	$	672,533		$	850,000		$	-		$	1,522,533
Additions		1,725,660			-			42,961,382			44,687,042
Translation differences		(47,720	)		-			-			(47,720	)
Balance, December 31, 2022		2,350,473			850,000			42,961,382			46,161,855
Additions		366,325			-			-			366,325
Impairments		(2,525,459	)		(850,000	)		(9,498,279	)		(12,873,738	)
Translation differences		(110,101	)		-			-			(110,101	)
Balance December 31, 2023	$	81,238		$	-			33,463,103		$	33,544,341

Accumulated amortization	Software			License		Patents Pending		Total
Balance, December 31, 2021	$	-		$	-		-	$	-
Depreciation		-			-		-		-
Balance, December 31, 2022		-			-		-		-
Amortization		81,406			-		-		81,406
Translation differences		(168	)		-		-		(168	)
Balance December 31, 2023	$	81,238		$	-		-	$	81,238

Net book value
At December 31, 2022	$	2,350,473		$	850,000		42,961,382	$	46,161,855
At December 31, 2023	$	-		$	-		33,463,103	$	33,463,103

	Computers & Equipment			Vehicles			Furniture & Equipment			Capital Work In Progress*			Total

Costs
Balance, January 1, 2022	$	31,944		$	192,482		$	35,414		$	167,955		$	427,795
Additions		460			-			-			122,712			123,172
Disposals		(1,500	)		-			-			-			(1,500	)
Translation differences		(1,885	)		(11,430	)		(2,104	)		(11,642	)		(27,061	)
Balance, December 31, 2022		29,019			181,052			33,310			279,025			522,406
Additions		6,664			-			1,039			704			8,407
Impairments		-			-			-			(268,743	)		(268,743	)
Translation differences		(1,519	)		(9,419	)		(1,735	)		(10,986	)		(23,659	)
Balance, December 31, 2023	$	34,164		$	171,633		$	32,614		$	-		$	238,411

Accumulated depreciation
Balance as of January 1, 2022	$	26,794		$	150,219		$	29,645		$	-		$	206,658
Depreciation		2,399			28,405			2,297			-			33,101
Translation differences		(1,605	)		(9,089	)		(1,774	)		-			(12,468	)
Balance, December 31, 2022		27,588			169,535			30,168			-			227,291
Depreciation		2,172			9,377			1,897			-			13,446
Translation differences		(1,439	)		(8,839	)		(1,573	)		-			(11,851	)
Balance, December 31, 2023	$	28,321		$	170,073		$	30,492		$	-		$	228,886
Net book value
At December 31, 2022	$	1,431		$	11,517		$	3,142		$	279,025		$	295,115
At December 31, 2023	$	5,843		$	1,560		$	2,122		$	-		$	9,525

	December 31, 2023		December 31, 2022
Trade payables	$	157,705	$	40,241
VAT, income and dividend taxes payable		28,027		43,703
Salaries payable		72,783		70,417
Trade payables and accrued liabilities	$	258,515	$	154,361

	December 31, 2023		December 31, 2022		December 31, 2021
Salary (cost of sales and services)	$	258,281	$	200,747	$	98,523
Salary (general and administrative expenses)		970,487		376,237		39,492
Share based payments		343,253		153,909		550,517
Salary (Intangible asset – software)		137,374		553,326		300,273
Consulting (research and development)		83,699		-		-
Consulting (Capital work in progress)		-		75,274		113,107
Consulting (Professional fees)		81,616		143,500		61,000
Total	$	1,874,710	$	1,502,993	$	1,162,912

	Number of Warrants		Weighted Average Exercise Price US($)

Balance at December 31, 2022	-		-
Movement during the year ended		15,182		98.8
December 31, 2023*		15,182		98.8

	Fair value measurements using input type
	Level 1		Level 2		Level 3			Total

Warrant liability as of January 1, 2023		-		-	$	-		$	-
Fair value at inception		-		-		965,850			965,850
Change in fair value		-		-		(7,704	)		(7,704	)
Translation adjustments		-		-		-			-
Warrant liability as of December 31, 2023		-		-	$	958,146		$	958,146

	December 31, 2023			December 31, 2022
Balance, opening	$	135,971		$	192,651
Addition		-			-
Repayments		(45,350	)		(46,561	)
Interest expense, accrued		3,333			4,977
Translation difference		(8,847	)		(15,096	)
Balance, ending		85,107			135,971
Less:
Long term loan – current portion		46,680			47,740
Long term loan – non-current portion	$	38,427		$	88,231

Year ended	Amount
December 31, 2024	$	46,680
December 31, 2025		38,427

Total	$	85,107

	December 31, 2023			December 31, 2022
Defined benefit plan liability	$	(91,533	)	$	(86,016	)
Less:
fair value of plan asset or asset ceiling		-			-
Less: fair value of plan assets or asset ceiling		-			-
Total	$	(91,533	)	$	(86,016	)

	December 31, 2023			December 31, 2022
Capitalization rate		3.15	%		2.73	%
Salary growth rate		0	%		0	%
Retirement rate		5	%		5	%

	December 31, 2023			December 31, 2022
Capitalization rate:
Impact of: 1% increase	$	(4,775	)	$	(4,974	)
1% decrease		5,720			6,013
Salary growth rate:
Impact of: 1% increase	$	5,856		$	6,128
1% decrease		-			-

Weighted average fair value of warrants issued on October 4, 2021	$	1.60
Risk-free interest rate		1.33	%
Estimated life		2 years
Expected volatility		100.13	%
Expected dividend yield		0	%

	Number of Options			Weighted Average Exercise Price
Outstanding at January 1, 2021		-			-
Granted during the period		1,135,000		$	1.09
Exercised during the period		(60.000	)	$	0.82
Cancelled during the period		(180,000	)	$	0.82
Outstanding at December 31, 2021		895,000		$	1.16
Granted during the period		10,000		$	6.20
Exercised during the period		(290,000	)	$	0.82
Cancelled during the period		-		$	-
Outstanding at December 31, 2022		615,000		$	1.41
Granted during the period		100,000		$	2.12
Outstanding at December 31, 2023		715,000		$	1.51
Exercisable at December 31, 2023		667,500		$	1.47

Outstanding						Exercisable
Number of stock options		Weighted average remaining contractual life (years)		Weighted Average Exercise Price		Number of stock options		Weighted Average Exercise Price

	250,000		2.25	$	0.82		250,000	$	0.82
	240,000		2.50	$	1.22		240,000	$	1.22
	115,000		2.83	$	2.65		115,000	$	2.65
	10,000		3.50	$	6.20		10,000	$	6.20
	10,000		4.33	$	3.82		7,500	$	3.82
	90,000		4.58	$	1.93		45,000	$	1.93

	715,000		2.77	$	1.51		667,500	$	1.47