Equibles

6-K

Femto Technologies Inc. (FMTOF)

6-K 2025-05-15 For: 2025-03-31
View Original
Added on April 06, 2026

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 May 2025

Commission File Number: 001-41408

FEMTO TECHNOLOGIES INC.

(formerly known as BYND Cannasoft EnterprisesInc.)

(Translation of registrant’s name into English)

7000 Akko Road

Kiryat Motzkin

Israel

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): _____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): _____

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ☐ No ☒

If “Yes” marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-________

On May 15, 2025, Femto Technologies Inc. (formerly known as BYND Cannasoft Enterprises Inc.) (the “Company”) issued its unaudited consolidated financial statements and the related management discussion and analysis for the quarter ended March 31, 2025, in accordance with the rules and regulations of the British Columbia Securities Commission.

The financial statements and related management discussion and analysis are attached hereto as Exhibit 99.1 and 99.2, respectively, and are incorporated herein by reference.

EXHIBIT INDEX

Exhibit No. Description of Exhibit
99.1 Consolidated Financial Statements for the three months ended March 31, 2025
99.2 Management Discussion and Analysis
99.3 Certification of Annual Filings — CEO
99.4 Certification of Annual Filings — CFO 
| 2 |

| --- |

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, thereunto duly authorized.

May 15, 2025

FEMTO TECHNOLOGIES INC.
By: /s/ Yftah Ben Yaackov
Name: Yftah Ben Yaackov
Title: Chief Executive Officer 
| 3 |

| --- |

Exhibit 99.1

FEMTO TECHNOLOGIES INC. (FORMERLY BYND CANNASOFTENTERPRISES INC.)

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THREE MONTHS ENDED MARCH 31, 2025

(EXPRESSED IN CANADIAN DOLLARS)

(UNAUDITED)

| - 1 - |

| --- |

NOTICE TO READER

Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the condensed consolidated interim financial statements have not been reviewed by an auditor.

The accompanying unaudited condensed consolidated interim financial statements of the Company have been prepared by and are the responsibility of the Company’s management.

The Company’s independent auditors have not audited, reviewed or otherwise attempted to verify the accuracy or completeness of these condensed consolidated interim financial statements. Readers are cautioned that these statements may not be appropriate for their intended purposes.

May 15, 2025

| - 2 - |

| --- |

FEMTO TECHNOLOGIES INC. (FORMERLY BYND CANNASOFT ENTERPRISES INC.)

Consolidated Interim Statements of the Financial Position

(Expressed in Canadian dollars)

(Unaudited)

As at Notes March 31, 2025 December 31, 2024
Assets
Cash $ 22,961,758 $ 4,617,034
Accounts receivable 4 189,705 315,714
Prepaid expenses 100,076 41,093
Total Current Assets 23,251,539 4,973,841
Intangible assets 5 25,262,767 25,262,767
Property and equipment 6 4,596 4,459
Total Assets $ 48,518,902 $ 30,241,067
Liabilities and Shareholders’ Equity (Deficit)
Liabilities
Trade payables and accrued liabilities 7 $ 576,137 $ 401,938
Related Parties 8 165,504 233,691
Deferred revenue 13 113,720 140,088
Enhanced voting preference shares 37,737 35,608
Long term loan – current portion 9 26,865 40,769
Total Current Liabilities 919,963 852,094
Derivative warrants liabilities 10 52,249,207 24,517,927
Derivative for settlement agreement 231,595 378,817
Liabilities for employee benefits 11 98,728 100,430
Total Liabilities $ 53,499,493 $ 25,849,268
Shareholders’ equity (deficit)
Share capital 12 $ 77,601,431 $ 76,391,417
Shares to be issued - -
Share-based payment reserve 1,089,736 1,043,586
Translation differences reserve (118,067 ) (164,312 )
Capital reserve for re-measurement of defined benefit plan 11 26,154 23,534
Accumulated Deficit (83,579,845 ) (72,902,426 )
Total Shareholders’ equity (deficit) $ (4,980,591 ) $ 4,391,799
Total Liabilities and Shareholders’ Equity (Deficit) $ 48,518,902 $ 30,241,067

Nature of operations and going concern (Note 1)

**Subsequent events (**Note 15)

These condensed consolidated interim financial statements were approved for issue by the Board of Directors on May 15, 2025 and signed on its behalf by:

“Yftah Ben Yaackov” “Gabi Kabazo”
Director Director

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

| - 3 - |

| --- |

FEMTO TECHNOLOGIES INC. (FORMERLY BYND CANNASOFT ENTERPRISES INC.)

Consolidated Interim Statements of Loss and Comprehensive Loss

(Expressed in Canadian dollars)

(Unaudited)

For the three months ended Notes March 31, 2025 March 31, 2024
Revenue 13 $ 202,692 $ 308,968
Cost of revenue 14 (187,707 ) (243,018 )
Gross profit 14,985 65,950
Consulting and marketing 495,447 22,884
Research and development 844,769 441,401
Depreciation and amortization 6 660 2,227
Share-based compensation 663,252 363,437
General and administrative expenses 464,293 254,471
Professional fees 661,956 632,078
Total<br> operating expense 3,130,377 1,716,498
Loss before other income (expense) $ (3,115,392 ) $ (1,650,548 )
Other income (expense)
Loss from warrants revaluation 10 (7,314,179 ) (28,977,934 )
Loss from settlement agreement revaluation (128,100 ) -
Foreign exchange gain (loss) (141,162 ) 5,095
Finance income (expenses), net 26,965 13,743
Other<br> income (expense) (7,556,476 ) (28,959,096 )
Loss before tax $ (10,671,868 ) $ (30,609,644 )
Tax expense (5,551 ) (7,673 )
Loss for the period $ (10,677,419 ) $ (30,617,317 )
Other comprehensive income (loss)
Items that may be reclassified to profit or loss
Exchange differences on translation of foreign operations $ 46,245 $ (18,830 )
Remeasurement of a defined benefit plan, net 2,620 122
Other comprehensive income (loss) for the period $ 48,865 $ (18,708 )
Total comprehensive loss $ (10,628,554 ) $ (30,636,025 )
loss per share – basic and diluted* $ (3,586 ) $ (574,515 )
Weighted average shares outstanding – basic and diluted 2,977 53
* Adjusted to reflect one (1) for seventeen (17) reverse stock split in August 2024 and a one (1) for five hundreds (500) reverse stock split in April 2025 (see Note 1)
--- ---

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

| - 4 - |

| --- |

FEMTO TECHNOLOGIES INC. (FORMERLY BYND CANNASOFT ENTERPRISES INC.)

Consolidated Interim Statements of Changes in Shareholders’ Equity (Deficit)

(Expressed in Canadian dollars)

(Unaudited)

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
Balance at January 1, 2024 26 ) )
Cancellation of stock options - )
Shares, pre-funded warrants and warrants issued for cash, net 355
Allocation to derivative warrants liabilities - ) )
Loss for the period - ) )
Shares issued for services 1 )
Share-based payments -
Shares to be issued for services -
Other comprehensive loss for the period - ) )
Balance at March 31, 2024 382 ) )
Balance at January 1, 2025 1,311 ) )
Balance 1,311 ) )
Shares, pre-funded warrants and warrants issued for cash, net 4,166
Allocation to derivative warrants liabilities - ) )
Loss for the period - ) )
Shares issued for services 376
Share-based payments -
Other comprehensive loss for the period -
Balance at March 31, 2025 5,853 ) ) )
Balance 5,853 ) )

All values are in US Dollars.

* Adjusted to reflect one (1) for seventeen (17) reverse stock split in August 2024 and a one (1) for five hundreds (500) reverse stock split in April 2025 (see Note 1)

The accompanying notes are an integral part of these condensed consolidated financial statements.

| - 5 - |

| --- |

FEMTO TECHNOLOGIES INC. (FORMERLY BYND CANNASOFT ENTERPRISES INC.)

Consolidated Interim Statements of Cash Flows

For the three months ended March 31, 2025 and 2024

(Expressed in Canadian dollars)

(Unaudited)

As at March 31, 2025 March 31, 2024
Operating activities:
Loss for the period $ (10,677,419 ) $ (30,617,317 )
Items not involving cash:
Finance expense 680 613
Share-based compensation 663,252 363,437
Depreciation 1,074 2,551
Loss from revaluation of settlement agreement 128,100 -
Change in benefits to employees 918 3,553
Loss from revaluation of warrants 7,314,179 28,977,934
Unrealized foreign exchange loss (gain) 16,042 (117,661 )
Changes in non-cash working capital items:
Accounts receivables 126,009 (14,452 )
Trade payables and accrued liabilities 174,199 104,155
Deferred revenue (26,368 ) (32,133 )
Prepaid expenses (58,983 ) (65,282 )
Related parties (68,187 ) (85,205 )
Net cash used in operating activities (2,406,504 ) (1,479,807 )
Investing activities:
Purchase of property and equipment (1,300 ) -
Disposal of property and equipment - -
Investment in intangible assets - -
Net cash used in investing activities (1,300 ) -
Financing activities:
Proceeds from public offering, net 20,734,691 7,450,546
Repayment of long-term loan (14,112 ) (11,621 )
Net cash provided by financing activities 20,720,579 7,438,925
Net Increase in cash $ 18,312,775 $ 5,959,118
Effect of foreign exchange rate changes on cash 31,949 99,016
Cash at beginning of period 4,617,034 3,113,934
Cash at end of period $ 22,961,758 $ 9,172,068
Supplemental disclosure of cash flow information
Cash paid during the year for interest $ 680 $ 1,288

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

| - 6 - |

| --- |

FEMTO TECHNOLOGIES INC. (FORMERLY BYND CANNASOFT ENTERPRISES INC.)

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2025

(Expressed in Canadian dollars)

(Unaudited)

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 11^th^ Avenue, Vancouver, Canada.

The Company currently operates only in Israel and through its subsidiaries (i) develops, markets and sells a proprietary client relationship management software known as “Benefit CRM” and its new Cannabis CRM platform, and (ii) is developing the Sensera device (formerly the EZ-G device), a unique, patent pending device that, combined with proprietary software (provisional application), regulates the flow of low-concentration CBD 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 74% ownership interest in B.Y.B.Y. One of the former shareholders holds the remaining 26% 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-basedPayment.

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 100% ownership interest in ZC from the former shareholder in exchange for 7,920,000 subordinate voting shares (2,452 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 March 15, 2024, the Company announced a one (1) for one hundred ninety (190) reverse stock split of its outstanding subordinate voting shares that became effective on March 22, 2024.

On August 16, 2024, the Company announced a one (1) for seventeen (17) reverse stock split of its outstanding subordinate voting shares that became effective on August 26, 2024.

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.

| - 7 - |

| --- |

FEMTO TECHNOLOGIES INC. (FORMERLY BYND CANNASOFT ENTERPRISES INC.)

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2025

(Expressed in Canadian dollars)

(Unaudited)

NOTE 1 – NATURE OF OPERATIONS AND GOING CONCERN (continued)

War in Israel

In October 2023, the Iron Swords War (the “War”) broke out in the State of Israel. The prolongation of the War led to a slowdown in business activity in the Israeli economy, inter alia due to the closure of factories in the south and north of the country, damage to infrastructure, recruitment of reserve forces for an unknown period, and therefore, to disruption of economic activity in Israel. The prolongation of the War may have wide-ranging implications for many branches and different geographical areas in the country.

The potential fluctuations in prices of merchandise, foreign currency exchange rates, availability of materials, availability of personnel, local services and access to local resources may affect entities whose main activity is with or in Israel.

Since this is an event beyond the Company’s control and characterized by uncertainty, in particular as to when the War 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 War on the Company’s financial condition and the results of BYND operations.

Going Concern

These condensed interim consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. These financial statements do not reflect the adjustments to the carrying values of assets and liabilities, the reported revenues and expenses, and the statement of financial position classifications used, that would be necessary if the Company were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations. Such adjustments could be material.

NOTE 2 – SUMMARY OF

SIGNIFICANT ACCOUNTING POLICIES AND USE OF ESTIMATES AND JUDGMENTS

a. Basis of presentation and statement of compliance

These condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Issues Committee (“IFRIC”) applicable to the preparation of interim financial statements, including International Accounting Standard (“IAS”) 34 Interim Financial Reporting.

The notes presented in these condensed consolidated interim financial statements include only significant events and transactions occurring since the Company’s last fiscal year end and they do not include all of the information required in the Company’s most recent annual consolidated financial statements. Except as noted below, these condensed consolidated interim financial statements follow the same accounting policies and methods of application as the Company’s annual financial statements and should be read in conjunction with the Company’s annual financial statements for the year ended December 31, 2024, which were prepared in accordance with IFRS as issued by IASB. There have been no significant changes in judgement or estimates from those disclosed in the consolidated financial statements for the year ended December 31, 2024.

| - 8 - |

| --- |

FEMTO TECHNOLOGIES INC. (FORMERLY BYND CANNASOFT ENTERPRISES INC.)

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2025

(Expressed in Canadian dollars)

(Unaudited)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTINGPOLICIES AND USE OF ESTIMATES AND JUDGMENTS (continued)

b. Basis of Consolidation

The condensed consolidated interim financial statements incorporate the financial statements of the Company and of its wholly owned subsidiaries, BYND, Zigi Carmel and B.Y.B.Y.. B.Y.B.Y is owned directly through BYND and 24% of the shares of B.Y.B.Y. are held by a related party in trust for the Company for the purpose to comply with Israeli Cannabis Laws regarding the ownership of medical cannabis license rights.

A subsidiary is an entity over which the Company has control, directly or indirectly, where control is defined as the power to govern the financial and operating policies of an enterprise so as to obtain benefits from its activities.

A subsidiary is consolidated from the date upon which control is acquired by the Company and all intercompany transactions and balances have been eliminated on consolidation.

c. Basis of Measurement

The condensed consolidated interim financial statements were prepared based on the historical costs, except for financial instruments classified as fair value through profit and loss (“FVTPL”) and assets or liabilities for employee benefits, which are stated at their fair value. In addition, these financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

d. Currency of Operation and Currency of Presentation

The condensed consolidated interim financial statements are presented in Canadian dollars. The functional currency of the Company is Canadian dollars, and the functional currency of its subsidiaries is the New Israeli Shekel (“NIS”). NIS represents the main economic environment in which the subsidiaries operate.

e. Significant estimates and assumptions

The preparation of these condensed consolidated interim financial statements in accordance with IFRS requires the Company to use judgment in applying its accounting policies and make estimates and assumptions about reported amounts at the date of the financial statements and in the future. The Company’s management reviews these estimates and underlying assumptions on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted for prospectively in the period in which the estimates are revised.

Income taxes

Provisions for income taxes are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these income tax provisions at the end of each reporting period. However, it is possible that at some future date an additional liability could result from audits by tax authorities. Where the final outcome of these tax-related matters is different from the amounts that were initially recorded, such differences will affect the tax provisions in the period in which such determination is made. Deferred tax assets are recognized when it is determined that the company is likely to recognize their recovery from the generation of taxable income.

| - 9 - |

| --- |

FEMTO TECHNOLOGIES INC. (FORMERLY BYND CANNASOFT ENTERPRISES INC.)

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2025

(Expressed in Canadian dollars)

(Unaudited)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND USEOF ESTIMATES AND JUDGMENTS (continued)

e. Significant estimates and assumptions (continued)

Useful lives ofproperty and equipment

Estimates of the useful lives of property and equipment are based on the period over which the assets are expected to be available for use. The estimated useful lives are reviewed annually and are updated if expectations differ from previous estimates due to physical wear and tear, technical or commercial obsolescence, and legal or other limits on the use of the relevant assets. In addition, the estimation of the useful lives of the relevant assets may be based on internal technical evaluation and experience with similar assets. It is possible, however, that future results of operations could be materially affected by changes in the estimates brought about by changes in the factors mentioned above. The amounts and timing of recorded expenses for any period would be affected by changes in these factors and circumstances. A reduction in the estimated useful lives of the equipment would increase the recorded expenses and decrease the non-current assets.

Convertible debentures

The identification of convertible note components is based on interpretations of the substance of the contractual arrangement and therefore requires judgement from management. The separation of the components affects the initial recognition of the convertible debenture at issuance and the subsequent recognition of interest on the liability component. The determination of the fair value of the liability is also based on a number of assumptions, including contractual future cash flows, discount rates and the presence of any derivative financial instruments.

Other Significant Judgments

The preparation of financial statements in accordance with IFRS requires the Company to make judgments, apart from those involving estimates, in applying accounting policies. The most significant judgments in applying the Company’s financial statements include:

● the assessment of the Company’s ability to continue as a going concern and whether there are events<br>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<br>of amounts receivable; and
--- ---
● the determination of the functional currency of the company.
--- --- 
| - 10 - |

| --- |

FEMTO TECHNOLOGIES INC. (FORMERLY BYND CANNASOFT ENTERPRISES INC.)

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2025

(Expressed in Canadian dollars)

(Unaudited)

NOTE 3 – ACQUISITIONS

Acquisition of Zigi Carmel

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 100% ownership interest in ZC from the former shareholder in exchange for 7,920,000 subordinate voting shares (5 subordinate voting shares post reverse splits) of BYND. The share exchange agreement was executed and fully completed on September 22, 2022.

The acquisition of ZC has been accounted for as asset acquisition according to IFRS 2 Share-based Payment as the acquired assets and liabilities do not constitute a business under IFRS 3 Business Combinations. The transaction price of the acquisition was measured according to the fair value of the subordinate voting shares given in consideration for the assets and liabilities assumed from the acquisition, with equity increased by the corresponding amount equal to the total fair value of the subordinate voting shares given. As a result, the acquisition was recorded with the consideration as detailed in the table below:

SCHEDULE OF CONTINGENT CONSIDERATION

Consideration transferred:
Value allocated to shares issued 7,920,000 shares (5 subordinate voting shares post reverse splits) at 5.40 per share
Fair value of assets and liabilities acquired:
Investments
Intangible asset – patents pending
Shareholder loan )
Fair<br> value of assets and liabilities

All values are in US Dollars.

The intangible asset acquired in the acquisition of ZC is attributed to 2 patents pending for a therapeutic device (the “Sensera” device) owned by ZC. The company has determined that the patents pending shall not be amortized until they are approved and then will be amortized over the course of their life.

NOTE 4 – ACCOUNTS RECEIVABLE

SCHEDULE OF ACCOUNTS RECEIVABLE

March31, 2025 December 31, 2024
Trades receivables $ 117,002 $ 113,422
Income tax advances 36,508 66,444
Interest receivable 35,234 134,823
Due from shareholders 961 1,025
Accounts receivable $ 189,705 $ 315,714 
| - 11 - |

| --- |

FEMTO TECHNOLOGIES INC. (FORMERLY BYND CANNASOFT ENTERPRISES INC.)

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2025

(Expressed in Canadian dollars)

(Unaudited)

NOTE 5 – INTANGIBLE

ASSETS

The Company’s intangible assets relate to the proprietary Cannabis CRM software the Company is Developing and Patents pending for the Sensera device (Note 3). The Additions for the Software include cost of wages of the software developers for the time they spend on developing the Cannabis CRM software.

The additions for the Patents include the fair

value attributed to the Patents upon the acquisition of ZC as well as transaction and other costs in the amount of $193,382.

The Company considered indicators of impairment at December 31, 2024. The Company recorded impairment loss during the year ended December 31, 2024 for the patents pending since the recoverable amount is lower than the carrying amount. The recoverable amount of the CGU was determined using fair value less costs to sell based on a third-party valuation. The valuation used a market approach with Level 2 inputs, including recent comparable transactions and observable market data. Costs of disposal were estimated at 2% of fair value.

SCHEDULE OF PATENTS INCLUDE THE FAIR VALUE ATTRIBUTED TO THE PATENTS UPON THE ACQUISITION

Software Patent applications and technological know how Total
Cost
Balance, December 31, 2023 $ 81,238 $ 33,463,103 $ 33,544,341
Additions - - -
Impairments - (8,200,336 ) (8,200,336 )
Translation differences - - -
Balance, December 31, 2024 81,238 25,262,767 25,344,005
Additions - - -
Translation differences - - -
Balance, March 31, 2025 $ 81,238 25,262,767 $ 25,344,005
Accumulated depreciation
Balance, December 31, 2023 $ 81,238 - $ 81,238
Depreciation - - -
Translation differences - - -
Balance, December 31, 2024 81,238 - 81,238
Depreciation - - -
Balance, March 31, 2025 $ 81,238 - $ 81,238
Net book value
At December 31, 2024 $ - 25,262,767 $ 25,262,767
At March 31, 2025 $ - 25,262,767 $ 25,262,767 
| - 12 - |

| --- |

FEMTO TECHNOLOGIES INC. (FORMERLY BYND CANNASOFT ENTERPRISES INC.)

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2025

(Expressed in Canadian dollars)

(Unaudited)

NOTE 6 – PROPERTY AND EQUIPMENT

SCHEDULE OF PROPERTY AND EQUIPMENT

Computers & Equipment Vehicles Furniture & Equipment Total
Cost
Balance, January 1, 2024 $ 34,164 $ 171,633 $ 32,614 $ 238,411
Additions - - - -
Impairments - - - -
Translation differences 2,448 13,788 2,621 18,857
Balance, December 31, 2024 36,612 185,421 35,235 257,268
Additions 1,300 - - 1,300
Disposals - - - -
Translation differences (715 ) (3,839 ) (729 ) (5,283 )
Balance, March 31, 2025 $ 37,197 $ 181,582 $ 34,506 $ 253,285
Accumulated depreciation
Balance as of January 1, 2024 $ 28,321 $ 170,073 $ 30,492 $ 228,886
Depreciation 3,204 1,582 584 5,370
Translation differences 2,299 13,766 2,488 18,553
Balance, December 31, 2024 33,824 185,421 33,564 252,809
Depreciation 919 - 155 1,074
Translation differences (656 ) (3,839 ) (699 ) (5,194 )
Balance, March 31, 2025 $ 34,087 $ 181,582 $ 33,020 $ 248,689
Net book value
At December 31, 2024 $ 2,788 $ - $ 1,671 $ 4,459
At March 31, 2025 $ 3,110 $ - $ 1,486 $ 4,596

During the three months ended March 31, 2025,

depreciation of $414 (2024 - $324) related to computer and equipment is included in cost of revenue.

NOTE 7 – TRADE PAYABLES AND ACCRUED LIABILITIES

SCHEDULE OF TRADE PAYABLES AND ACCRUED LIABILITIES

March 31, 2025 December 31, 2024
Trades payables $ 508,345 $ 322,235
VAT, income and dividend taxes payable 7,813 29,625
Salaries payable 59,979 50,078
Trade payables and accrued<br> liabilities $ 576,137 $ 401,938 
| - 13 - |

| --- |

FEMTO TECHNOLOGIES INC. (FORMERLY BYND CANNASOFT ENTERPRISES INC.)

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2025

(Expressed in Canadian dollars)

(Unaudited)

NOTE 8– RELATED PARTY TRANSACTIONS BALANCES

SCHEDULE OF RELATED PARTY TRANSACTIONS

Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of members of the Company’s Board of Directors and corporate officers. The remuneration of directors and key management personnel, not including normal employee compensation, made during the three months ended March 31, 2025 and the three months ended March 31, 2024 is set out below:

March 31, 2025 March 31, 2024
salary (cost of sales) 51,381 122,910
consulting (research and development) 32,148 30,488
consulting (professional fees) 42,933 40,963
Consulting 42,933 40,963
share based payments 615,782 53,567
salary (general and administrative expenses) 398,591 213,343
Salary 398,591 213,343
Total $ 1,140,835 $ 461,271

As at March 31, 2025, $961 was owed from shareholders

of the company (December 31, 2024– $1,025). Amounts owed were recorded in accounts receivable are non-interest bearing and unsecured.

As at March 31, 2025, $165,504 was owed to directors

of the Company (December 31, 2024– $233,691). Amounts due are non-interest bearing and unsecured.

NOTE 9 – LONG TERM LOAN

During the year ended December 31, 2020, the Company secured a term loan with a principal amount of $182,542 (NIS 500,000) from an Israeli bank. The loan bears interest at a variable rate of prime + 1.50% per annum and matures on September 18, 2025. The loan is subject to 48 monthly payments commencing October 18, 2021. $9,127 (NIS 25,000) was deposited in the bank as security for the loan.

The activities of the long term loan during the three month ended March 31, 2025 are as follows:

SCHEDULE OF LONG TERM LOAN

March 31, 2025 December 31, 2024
Balance, opening $ 40,769 $ 85,107
Repayments (14,112 ) (47,818 )
Interest expense, accrued 680 4,848
Translation difference (472 ) (1,368 )
Balance, ending 26,865 40,769
Less:
Long term loan – current portion 26,865 40,769
Long term loan $ - $ - 
| - 14 - |

| --- |

FEMTO TECHNOLOGIES INC. (FORMERLY BYND CANNASOFT ENTERPRISES INC.)

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2025

(Expressed in Canadian dollars)

(Unaudited)

NOTE 9 – LONG TERM LOAN (continued)

The undiscounted repayments for each of the next three years and in the aggregate are:

SCHEDULE OF UNDISCOUNTED REPAYMENTS

Year ended Amount
December 31, 2025 26,865
Total $ 26,865

NOTE 10 – DERIVATIVE WARRANTS LIABILITIES

a. On December 21, 2023, the Company issued 2,884,616 warrants (183,414 warrants at an exercise price of US<br>$8.1782 post reverse splits) in connection with its December 2023 Registered direct public offering (“December 2023 Warrants”).<br>The warrant includes a cashless exercise provision and repricing adjustments for offerings at a price lower than the existing exercise<br>price of the warrants, stock splits, reclassifications, subdivisions, and other similar transactions and also the exercise price of the<br>warrant is not denominated in the functional currency of the Company, therefore, these warrants were recorded at their fair value as a<br>derivative liability at the time of the grant and revalued at the end of each reporting period.

On March 27, 2024, following the March

2024 Public offering, which included the offering of subordinate voting shares at a price lower than the exercise price of the December 2023 Warrants, the exercise price of the December 2023 Warrants was reduced to US $1.3643, and each December 2023 Warrant became convertible into 72.42 subordinate voting shares of the Company.

On August 27, 2024, following the 1:17 reverse stock split, the exercise price of the December 2023 Warrants was updated to $8.1782, and each December 2023 warrant became convertible into 31.7 subordinate voting shares of the Company.

b. On March 14, 2024, the Company issued 134,166,665 Series A Warrants (41,538 A warrants post reverse splits)<br>and 268,333,330 Series B Warrants (83,075 B warrants post reverse splits) in connection with its March 2024 public offering (“March<br>2024 A Warrants and B Warrants”). The warrants include a cashless exercise provision and repricing adjustments for offerings at<br>a price lower than the existing exercise price of the warrants, stock splits, reclassifications, subdivisions, and other similar transactions<br>and also the exercise price of the warrant is not denominated in the functional currency of the Company, therefore, these warrants were<br>recorded at their fair value as a derivative liability at the time of the grant and revalued at the end of each reporting period.

On March 27, 2024, following the 1:190 reverse stock split, the exercise price of the March 2024 A Warrants and B Warrants was reduced to $1.3643, and each B warrant became convertible into 14.21 subordinate voting shares of the Company.

On August 27, 2024, following the 1:17 reverse stock split, the exercise price of the March 2024 A Warrants and B Warrants was reduced to $8.1782, and each B warrant became convertible into 31.7 subordinate voting shares of the Company.

| - 15 - |

| --- |

FEMTO TECHNOLOGIES INC. (FORMERLY BYND CANNASOFT ENTERPRISES INC.)

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2025

(Expressed in Canadian dollars)

(Unaudited)

NOTE 10 – DERIVATIVE WARRANTS LIABILITIES(continued)

c. On February 26, 2025, the Company entered into an exchange agreement<br>with certain holders of tranches of warrants to purchase subordinate voting shares previously issued by the Company in March 2024 and<br>December 2023. Under the Exchange Agreement, such holders agreed to exchange with the Company some of the outstanding Old Warrants for<br>2,495,933 new warrants to purchase subordinate voting shares, substantially similar to the Feb 2025 Series B Warrants issued in the Private<br>Placement. If the exercise price of the Exchange Warrants are adjusted to the floor of US$0.76, up to 123,253,146 subordinate voting<br>shares would be issuance upon the exercise of the Exchange Warrants. As a result of the Exchange Agreement, Old Warrants that were exchanged<br>were cancelled as of that date
d. On February 28, 2025, the Company issued 4,076,736 Series A Warrants and 4,076,736 Series B Warrants in connection<br>with its February 2025 private placement (“February 2025 A Warrants and B Warrants”). If the exercise price of the Warrants<br>are adjusted to the floor of US$0.76, up to 201,315,663 subordinate voting shares would be issuance upon the exercise of the Series B<br>Warrants and up to 27,960,512 subordinate voting shares would be issuance upon the exercise of the Series A Warrants. The warrants include<br>a cashless exercise provision and repricing adjustments for offerings at a price lower than the existing exercise price of the warrants,<br>stock splits, reclassifications, subdivisions, and other similar transactions and also the exercise price of the warrant is not denominated<br>in the functional currency of the Company, therefore, these warrants were recorded at their fair value as a derivative liability at the<br>time of the grant and revalued at the end of each reporting period.
--- ---
e. During the period ended March 31, 2025, the Company recorded a loss on the revaluation of the total derivative<br>liabilities of $7,314,179, in the consolidated statements of Operations and Comprehensive Loss.
--- ---
f. The Company engaged an outside valuation company to calculate the fair value of the derivative warrants,<br>the March 2024 A Warrants and the February 2025 B Warrants were valued at the share price for the day of valuation due to the alternative<br>cashless provision while valuation for the March 2024 B Warrants, the February 2025 A Warrants and the December 2023 Warrants was based<br>on the Monte Carlo simulation model with the following assumptions:
--- --- 
| - 16 - |

| --- |

FEMTO TECHNOLOGIES INC. (FORMERLY BYND CANNASOFT ENTERPRISES INC.)

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2025

(Expressed in Canadian dollars)

(Unaudited)

NOTE 10 – DERIVATIVE WARRANTS LIABILITIES(continued)

SCHEDULE OF DERIVATIVE WARRANT LIABILITY

December 31, 2024 March 31, 2025
Share Price US$ 7.95 US$ 1.22
Exercise Price US$ 8.1782 US$ 4.17
Expected life 1.7 - 4.2 years 3.96-5.03 year
Risk-free interest rate 4.34 % 3.96 %
Dividend yield 0.00 % 0.00 %
Expected volatility 95 % 95 %
Early exercise threshold US$ 12.2673 US$ 6.255

The following table presents the changes in the warrant liability during the period:

SCHEDULE OF CHANGES IN THE WARRANT LIABILITY

Balance as of December 31, 2023 $ 958,146
Issuance of March 2024 warrants 7,360,662
Changes in fair value of warrants 28,866,166
Reclassification to equity on exercise of warrants (12,667,047 )
Balance as of December 31, 2024 $ 24,517,927
Issuance of February 2025 warrants 125,170,986
Issuance of Exchange Warrants 35,440,446
Changes in fair value of warrants (132,880,152 )
Balance as of March 31, 2025 $ 52,249,207

NOTE 11 – EMPLOYEE BENEFITS

The severance pay liability constitutes a defined benefit plan and was calculated using actuarial assumptions. In measuring the present value of the defined benefit obligation and the current service costs the projected unit credit method was used.

Plan assets (liability)

Information on the Company’s defined benefit pension plans and other defined benefit plans, in aggregate, is summarized as follows:

SCHEDULE OF PLAN ASSET (LIABILITY)

March31, 2025 December 31, 2024
Defined benefit plan liabilities $ (98,728 ) $ (100,430 )
Less: fair value of plan assets or asset ceiling - -
Total $ (98,728 ) $ (100,430 ) 
| - 17 - |

| --- |

FEMTO TECHNOLOGIES INC. (FORMERLY BYND CANNASOFT ENTERPRISES INC.)

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2025

(Expressed in Canadian dollars)

(Unaudited)

NOTE 11 – EMPLOYEE BENEFITS (continued)

Changes in the present value of the defined benefitplan liability

The following are the continuities of the fair value of plan assets and the present value of the defined benefit plan obligations:

SCHEDULE

OF CHANGE IN THE PRESENT VALUE OF THE DEFINED BENEFIT PLAN LIABILITY

March31, 2025 December 31, 2024
Balance, opening $ (100,430 ) $ (91,533 )
Recognized in profit this year:
Interest costs (1,506 ) (5,614 )
Current service cost (1,503 ) (5,605 )
Recognized in other comprehensive profit:
Actuary loss for change of assumptions 2,620 9,770
Translation differences 2,091 (7,448 )
Balance, ending $ (98,728 ) $ (100,430 )

The actual amount paid may vary from the estimate based on actuarial valuations being completed, investment performance, volatility in discount rates, regulatory requirements and other factors.

Major assumptions in determining the defined benefitplan liability

The principal actuarial assumptions used in calculating the Company’s defined benefit plan obligations and net defined benefit plan cost for the year were as follows (expressed as weighted averages):

SCHEDULE OF MAJOR ASSUMPTIONS IN DETERMINING THE DEFINED BENEFITS PLAN LIABILITY

March31, 2025 December 31, 2024
Capitalization rate 3.00 % 3.00 %
Salary growth rate 0 % 0 %
Retirement rate 5 % 5 %

NOTE 12 – SHARE CAPITAL

Authorized

Unlimited number of subordinate voting shares without par value.

Issued

As at March 31, 2025 2,926,526 subordinate voting

shares were issued and outstanding.

During the three months ended March 31, 2025

On January 3, 2025, the Company issued 2,767 subordinate voting shares (6 subordinate voting shares post reverse split) following the exercise of B warrants.

On January 6, 2025, the Company issued 8,808 subordinate voting shares (18 subordinate voting shares post reverse split) following the exercise of B warrants.

| - 18 - |

| --- |

FEMTO TECHNOLOGIES INC. (FORMERLY BYND CANNASOFT ENTERPRISES INC.)

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2025

(Expressed in Canadian dollars)

(Unaudited)

NOTE 12 – SHARE CAPITAL (continued)

On February 7, 2025, the Company issued 188,000 subordinate voting shares

(376

subordinate voting shares post reverse split) to directors and consultants of the Company following the vesting of RSU’s.

On February 25, 2025, the Company issued 4,000 subordinate voting shares (8 subordinate voting shares post reverse split) following the exercise of B warrants and 2,462 subordinate voting shares (5 subordinate voting shares post reverse split) following the exercise of A warrants.

On February 28, 2025, the Company announced the closing

of a Private Placement with gross proceeds to the Company of approximately of $24,544,583 before deducting Agent placement commission and other expenses paid by the Company in the amount of $3,992,393, totaling in a net amount of $20,552,190. Pursuant to the Private Placement, The Company issued 2,065,120 subordinate voting shares (4,130 subordinate voting shares post reverse split), 2,011,616 Pre-Funded Warrants, 4,076,736 series A warrants and 4,076,736 series B warrants. See note 10 for a discussion of the terms of the series A and B warrants.

During the three months ended March 31, 2024

On

January 4, 2024, the Company issued 17,915 subordinate voting

shares

(0.012 subordinate voting

shares post reverse splits)

to two directors following the vesting of RSU’s with a fair value of $2.99, for a compensation amount of $53,568.

On January 4, 2024, the Company issued 17,915 subordinate

voting shares (6 subordinate voting shares post reverse splits) to two directors following the vesting of RSU’s with a total fair value of $53,568.

On March 14, 2024 the Company announced the closing

of an underwritten public offering with gross proceeds to the Company of approximately of $9,458,400 before deducting underwriting discounts and other expenses paid by the Company in the amount of $2,097,738, totaling in a net amount of $7,360,662. Pursuant to the offering, and the overallotment allocation, The Company issued 116,680,710 subordinate voting shares (1,228 subordinate voting shares post reverse splits), 134,166,665 series A warrants and 268,333,330 series B warrants. See note 10 for a discussion of the terms of the series A and B warrants.

Stock options

The Company has a stock option plan to grant incentive stock options to directors, officers, employees and consultants. Under the plan, the aggregate number of subordinate voting shares that may be subject to option at any one time may not exceed 30% of the issued subordinate voting shares of the Company as of that date, including options granted prior to the adoption of the plan. The exercise price of these options is not less than the Company’s closing market price on the day prior to the grant of the options. Options granted may not exceed a term of ten years.

| - 19 - |

| --- |

FEMTO TECHNOLOGIES INC. (FORMERLY BYND CANNASOFT ENTERPRISES INC.)

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2025

(Expressed in Canadian dollars)

(Unaudited)

NOTE 12 – SHARE CAPITAL (continued)

A summary of the stock options outstanding for the three months ended March 31, 2025 are summarized as follows:

SCHEDULE OF STOCK OPTIONS OUTSTANDING

Number of Options Weighted Average Exercise Price
Outstanding at January 1, 2024 0.44 2,431,400
Granted during the period 0.40 1,154,100
Cancelled during the period (0.84 ) 1,823,000
Outstanding at December 31, 2024 - $ -
Granted during the period - -
Cancelled during the period - -
Outstanding at March 31, 2025 - -
Exercisable at March 31, 2025 - -

Details of the fair value of options granted and the assumptions used in the Black-Scholes option pricing model are as follows:

SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS

December 31,<br>2024
Weighted average fair value of options granted $ 0.57
Risk-free interest rate 3.4 %
Estimated life (in years) 5
Expected volatility 108.75 %
Expected dividend yield 0 %

On January 10, 2024, the Company cancelled 565,000

stock options (0.35 stock options post reverse splits) that were previously granted to 4 directors of the Company.

On January 16, 2024, the Company granted 650,000 stock options (0.40 stock options post reverse splits) to a consultant of the Company, the stock options vest as follows: 150,000 on the date of the grant (0.09 post reverse splits) and 100,000 every month thereafter (0.06 post reverse splits) every month thereafter.

NOTE 13 – REVENUE AND DEFERRED REVENUE

SCHEDULE

OF REVENUE FROM SOURCES

March31, 2025 March31, 2024
Software development $ 140,283 $ 245,306
Software license 36,618 37,806
Software supports 14,395 12,639
Cloud hosting 10,569 10,755
Others 827 2,462
Revenue $ 202,692 $ 308,968 
| - 20 - |

| --- |

FEMTO TECHNOLOGIES INC. (FORMERLY BYND CANNASOFT ENTERPRISES INC.)

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2025

(Expressed in Canadian dollars)

(Unaudited)

NOTE 13 – REVENUE AND DEFERRED REVENUE (continued)

The Company recognized revenues from contracts with customers in accordance with the following timing under IFRS 15:

SCHEDULE

OF REVENUE UNDER TIMING

March31, 2025 March31, 2024
Revenue recognized over time $ 166,074 $ 271,162
Revenue recognized at a point of time 36,618 37,806
Revenue $ 202,692 $ 308,968

Deferred revenue represents contract liabilities for customer payments received related to services yet to be provided subsequent to the reporting date. Significant changes in deferred revenue are as follows:

SCHEDULE

OF DEFERRED REVENUE

March31, 2025 December31, 2024
Deferred revenue, beginning $ 140,088 $ 131,794
Customer payments received attributable to contract liabilities for unearned revenue 15,807 141,126
Revenue recognized from fulfilling contract liabilities (42,175 ) (132,832 )
Deferred revenue, ending $ 113,720 $ 140,088

The Company derives significant revenues from one customer, which exceeds 10% of total revenues. Revenues earned from that customer were 67% of total revenues for the period ended March 31, 2025 (Three months ended March 31, 2024 – 66%)

NOTE 14 – COST OF REVENUE

Cost of revenue incurred are comprised of the following:

SCHEDULE OF COST OF REVENUE

March31, 2025 March31, 2024
Salaries and benefits $ 153,733 $ 194,477
Subcontractors 25,323 35,823
Software and other 8,237 12,394
Depreciation 414 324
Cost<br> of revenue $ 187,707 $ 243,018 
| - 21 - |

| --- |

FEMTO TECHNOLOGIES INC. (FORMERLY BYND CANNASOFT ENTERPRISES INC.)

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2025

(Expressed in Canadian dollars)

(Unaudited)

NOTE 15 – SUBSEQUENT EVENTS

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.

On April 21, 2025, the Company

issued 7,710 subordinate voting shares (15 subordinate voting shares post reverse split) to directors following the vesting of RSU’s.

On April 22, 2025, the Company

issued 70,073 subordinate voting shares to its C.E.O.

On April 25, 2025, the Company

issued 131,800 subordinate voting shares to directors and consultants following the vesting of RSU’s.

From April 1, 2025 and until

May 15, 2025, the Company issued 652,768 subordinate voting shares following the exercise of Pre-Funded Warrants and Series B Warrants that were exercised in alternative cashless method.

| - 22 - |

| --- |

Exhibit 99.2

FEMTO TECHNOLOGIES INC. (FormerlyBYND Cannasoft Enterprises Inc.)

MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE-MONTH PERIODENDED MARCH 31, 2025

All dollar amounts are expressed in Canadian dollars unless otherwise indicated.

BACKGROUND

This Management’s Discussion and Analysis (“MD&A”) should be read in conjunction with the unaudited, consolidated financial statements and notes thereto of Femto Technologies Inc. (“Femto” or the “Company”) for the three-month period ended March 31, 2025 (the “Financial Statements”). The information contained in this MD&A is current to May 15, 2025.

The Financial Statements have been prepared in compliance with the International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. In accordance with IFRS, management is required to make assumptions that affect the reported amounts of assets, liabilities and expenses in addition to the disclosure of contingent liabilities at the date of the financial statements and reporting amounts. The Company bases its estimates on historical experience, current trends and various other assumptions that are believed to be reasonable under the circumstances. However, actual results could differ materially from those estimates. See Note 2 to the Financial Statements for management’s analysis of the Company’s critical accounting estimates.

Additional information relating to the Company, including the Company’s Form 20-F Annual Report for the year ended December 31, 2024, is available under the Company’s profile on SEDAR+ at www.sedarplus.ca.

CAUTIONARY NOTE REGARDING FORWARD-LOOKINGSTATEMENTS AND RISK FACTORS

This MD&A contains certain statements that may constitute “forward-looking statements” within the meaning of Canadian securities laws. Forward-looking statements include but are not limited to, statements regarding future anticipated business developments and the timing thereof, regulatory compliance, sufficiency of working capital, business and financing plans, and the Company’s intended use of proceeds from the sale of its securities. Although the Company believes that such forward-looking statements are reasonable at the time they are made, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or which by their nature refer to future events. The Company cautions investors that forward-looking statements are inherently subject to a variety of risks and uncertainties and other known and unknown factors that could cause actual results may differ materially from those expressed or implied in forward-looking statements. Such factors, include, without limitation, the Company’s ability to continue its projected growth, to raise the necessary capital or to be fully able to implement its business strategies. Other factors that could affect actual results are uncertainties pertaining to government regulations, both domestic as well as foreign, and the changes within the capital markets. Further risks and uncertainties are disclosed under the section “RiskManagement”.

GOING CONCERN

The Financial Statements have been prepared on a going concern basis, which contemplates the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company’s ability to continue as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to generate revenue to establish profitable operations and to obtain the necessary equity or debt financing to fund operations as required.

OUTLOOK

The Company’s primary focus for the foreseeable future will be: (i) the continuation of its current software business, and (ii) the development of the Sensera device (formerly the EZ-G device), a unique, patent-pending device that, combined with proprietary software, regulates the flow of low-concentration cannabidiol (“CBD”) oils into the soft tissues of the female sexual organs (the “Sensera Device”).

DESCRIPTION OF BUSINESS

Femto Technologies Inc. (formerly known as BYND Cannasoft Enterprises Inc.) was amalgamated under the Business Corporations Act (British Columbia) on March 29, 2021.

Recent Developments

● On May 15, 2025, the Company announced stock repurchase program to repurchase up to 43,025 subordinate<br>voting shares of the Company.
● On May 13, 2025, the Company announced the U.S. Patent and Trademark Office granted the Company a notice<br>of allowance for use of its Sensera design.
--- ---
· On May 9, 2025, the Company announced that it has received on May 8, 2025<br>a notification letter from Nasdaq stating that based on its review of the Company’s recent private placement transaction that was<br>completed on February 26, 2025 (the “Placement”), Nasdaq has determined to delist the Company’s securities pursuant<br>to its discretionary authority under Listing Rule 5101.
--- ---

The Company intends to appeal Staff’s determination to a Hearings Panel (the “Panel”), pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series. A hearing request will stay the suspension of the Company’s securities pending the Panel’s decision.

● On May 7, 2025, the Company announced the U.S. Patent and Trademark Office granted the Company a notice<br>of allowance for use of its proprietary smart release system technology.
● On April 22, 2025, the Company effected a 1-for-500 reverse stock split of its outstanding Subordinate<br>Voting Shares.
--- ---
● On February 28, 2025, the Company completed the transactions contemplated under a securities purchase<br>agreement (the “Purchase Agreement”) with institutional investors for the purchase and sale of approximately US$17<br>million of Subordinate Voting Shares and pre-funded and investor warrants at a price of us$4.17 per Subordinate Voting Unit. The offering<br>(the “Private Placement”) consisted of the sale of Subordinate Voting Units (or Pre-Funded Units), each consisting<br>of (i) one Subordinate Voting Share or Pre-Funded Warrant, (ii) one Series A Warrant to purchase one Subordinate Voting Share per warrant<br>(the “Series A Warrants”) and (iii) one Series B Warrant to purchase one Subordinate Voting Share per warrant (the<br>“Series B Warrants”). The offering price per Subordinate Voting Unit was US$4.17 (or US$4.16999 for each Pre-Funded<br>Unit, which is equal to the offering price per Subordinate Voting Unit sold in the offering minus an exercise price of US$0.00001 per<br>Pre-Funded Warrant). The Pre-Funded Warrants are immediately exercisable. The initial exercise price of each Series A Warrant is US$5.21<br>per Subordinate Voting Share. The Series A Warrants are exercisable immediately and expire 60 months after the Release Date (as defined<br>in the Purchase Agreement) and may be exercised on a cashless basis if there is not then an effective registration covering the resale<br>of the Subordinate Voting Shares underlying the Series A Warrants. The number of securities issuable under the Series A Warrant is subject<br>to adjustment as described in the Series A Warrant. The initial exercise price of each Series B Warrant is US$12.51 per Subordinate Voting<br>Share. They also include an alternative cashless exercise option, allowing the holder to exercise the Series B Warrant at any time and<br>receive three Subordinate Voting Shares for each Subordinate Voting Share then underlying the Series B Warrant without additional consideration.<br>The Series B Warrants are exercisable immediately and expire 30 months after the Release Date. The number of securities issuable under<br>the Series B Warrant is subject to adjustment as described in the Series B Warrant.
--- ---
● On February 26, 2025, the Company also entered into a placement agent agreement (the “PlacementAgreement”) with Aegis Capital Corp. (“Aegis”), pursuant to which the Company engaged Aegis to act as its<br>sole placement agent in connection with the offering. Pursuant to the terms of the Placement Agreement, Aegis agreed to use its best efforts<br>to arrange for the sale of the securities in the offering. As compensation to the placement agent, the Company paid the placement agent<br>placement commission equal to 15.0% of the aggregate gross proceeds from the offering. Aegis will also receive a fee of 10.0% of the proceeds<br>from the cash exercise of any warrants currently outstanding or issued in the Placement, payable on exercise. In addition, the Company<br>agreed to reimburse Aegis for certain out-of-pocket expenses, including reasonable legal fees and disbursements for its counsel.
--- ---
● On February 26, 2025, the Company entered into an exchange agreement (the “Exchange Agreement”)<br>with certain holders of tranches of warrants to purchase Subordinate Voting Shares previously issued by the Company in March 2024 and<br>December 2023 (collectively, the “Old Warrants”). Under the Exchange Agreement, such holders agreed to exchange with<br>the Company some of the outstanding Old Warrants for 2,495,933 new warrants (the “Exchange Warrants”) to purchase Subordinate<br>Voting Shares, substantially similar to the Series B Warrants issued in the Private Placement. If the exercise price of the Exchange Warrants<br>are adjusted to the floor of US$0.76, up to 123,253,146 Subordinate Voting Shares would be issuance upon the exercise of the Exchange<br>Warrants. As a result of the Exchange Agreement, Old Warrants that were exchanged were cancelled as of that date.
--- ---
● On October 30, 2024, the Company received the first shipment of the Sensera devices from the factory in<br>China.
--- ---
● On October 21, 2024, the Company effected a 1-for-17 reverse stock split of its outstanding Enhanced Voting<br>Preference Shares (the “Enhanced Voting Preference Shares”).
--- ---
● On September 20, 2024, the Company issued 75,000 Enhanced Voting Preference Shares (9 Enhanced Voting<br>Preference Shares post reverse splits) to its Chief Executive Officer.
--- ---
● On September 5, 2024, the Company announced that it has submitted its flagship feminine wellness product<br>to the CES®2025 Innovation Awards competition, scheduled to be announced in January 2025.
--- ---
● On September 4, 2024, the Company announced that it has partnered with FDA-registered manufacturer to<br>launch the Sensera pods.
--- ---
● On August 26, 2024, the Company effected a 1-for-17 reverse stock split of its outstanding Subordinate<br>Voting Shares (the “Subordinate Voting Shares”).
--- ---
● On August 28, 2024, the Company announced the debut of its flagship feminine wellness product at CES®2025,<br>scheduled to take place in Las Vegas this January 2025. Femto’s groundbreaking product is set to redefine the standards of feminine<br>care and wellness, showcasing its proprietary SRS (Smart Release System) technology utilizing advanced sensors that precisely detect,<br>infuse and personalize wellness substances aiming to support intimacy and wellbeing. Femto’s commitment to enhancing women’s<br>health and wellbeing through cutting-edge technology is leading the company’s innovation pipeline and growth route.
--- ---
● On August 1, 2024, the Company announced the results of its annual general and special meeting of shareholders<br>that was held on that day in which the shareholders have approved the Company’s proposal of creation of a new class of shares of<br>the Company, as described in the Company’s information circular dated June 21, 2024, and issuance of such shares to Yftah Ben Yaackov,<br>a director and the chief executive officer of the Company.
--- ---
● On July 22, 2024, the Company’s name has been changed to Femto Technologies Inc.
--- ---
● On May 27, 2024, pursuant to an Agreement Dated May 27, 2024, the Company issued 450,000 Subordinate<br>Voting Shares (53 Subordinate Voting Shares post reverse splits) (valued at US$400,500) as a guarantee to the co-owner of a farm following<br>the Company’s decision to suspend the construction of a cannabis farm on that property. Under the Agreement, the shares are<br>to be held in escrow by the Company until the earlier of (a) the third anniversary of the Settlement Agreement, or (b) the date on which<br>the Company’s board of directors resolves not to construct the cannabis farm. The number of shares to be released is subject to<br>adjustment in the event that the market price of the Company’s Subordinate Voting Share is lower than US$7,565 per share on<br>the date of release.
--- ---
● On March 22, 2024, the Company effected a 1-for-190 reverse stock split of its outstanding Subordinate<br>Voting Shares.
--- ---
● As of the close of trading on March 14, 2024, the Subordinate Voting Shares were voluntarily delisted<br>from the Canadian Securities Exchange (“CSE”). The delisting from the CSE will<br>not affect the Company’s listing on the NASDAQ Capital Market (the “NASDAQ”). The Subordinate Voting Shares<br>will continue to trade on the NASDAQ under the symbol “BCAN”.
--- ---
● On March 14, 2024, the Company announced the closing of a firm commitment underwritten U.S. public offering<br>with gross proceeds to the Company of approximately US$7,000,000, before deducting underwriting discounts and other estimated expenses<br>payable by the Company. The base offering consisted of (a) 16,166,667 Subordinate Voting Shares (or 5,005 Subordinate Voting Shares post<br>reverse splits), (b) 100,500,000 pre-funded warrants (or 31,115 post reverse splits), (c) 16,166,667 (or 5,005 post reverse splits) A<br>warrants to purchase one Subordinate Voting Share (the “A Warrants”), and (d) 32,333,334 (or 10,010 post reverse splits)<br>B warrants to purchase one Subordinate Voting Share (the “B Warrants”). All pre-funded warrants were exercised. To<br>date, 7,062,238 A Warrants (415,426 A Warrants post reverse split ) have been exercised on a cashless basis, 172,766 B Warrants (10,163<br>B Warrants post reverse split ) have been exercised at an exercise price of US$1.3643 per Subordinate Voting share and 20,874 B Warrants<br>have been exercised at an exercise price of US$8.1782 per subordinate voting share. As described on the Prospectus, the Company intends<br>to use the net proceeds from this offering primarily for product design and manufacturing of the Sensera Device, sales and marketing campaigns,<br>patent prosecution ,working capital and development of additional products based on the Company’s technology and identification<br>and acquisition of Cannabis companies with a focus on the CBD sector as an alternative to building growing cannabis farms.
--- ---

Female Technology (FemTech)

As part of the Company’s new strategy, and following the development of the Sensera Device, aimed at the technology field of the female wellness world, the Company intends to work to further pursue business opportunities in the world of FemTech, which is estimated at tens of billions of dollars a year^3^.

To this end, the Company intends to focus in the coming years on the development of additional products for the female wellness world, both at the level of technology and at the level of materials, some of which we expect will be CBD-based.

Following this new strategy the Company has changed its name to Femto Technologies.

Femto, a pioneer in women’s care technology innovation, is committed to advancing women’s wellness and lifestyle, leveraging its proprietary “Smart Release Technology,” or SRT, and core ability to innovate data-driven products to spearhead the development of smart products in the sectors of intimacy, sports, hair, and cosmetics.

The Company’s flagship intimacy product, equipped with SRT technology, an app, and machine learning personalized abilities, is in its final pre-launch stages. With the Global Wellness Institute predicting the women’s wellness economy’s growth to reach $8.5 trillion by 2027^3^, Femto is positioned at the forefront of technological innovation.

Innovative Product Line-Up

Femto’s hope is to redefine skincare with its smart cosmetic face device, utilizing smart release technology alongside interchangeable serum capsules. This innovation allows users to seamlessly transition between treatments, catering to a variety of skin needs. The integration of LED light therapy and gentle vibrations ensures optimal serum absorption, making every skincare a smart and personalized experience.

In the hair wellness arena, Femto’s proprietary technology has given rise to an innovative hair growth brush, designed to optimize hair treatment. By combining LED light therapy, gentle vibrations, and essential nutrient capsules, this brush aims to foster an ideal environment for hair growth, ensuring comprehensive care for every hair follicle.

Venturing into women’s sports, Femto’s development of a muscle pain relief regulator illustrates the company’s dedication to enhancing athletic performance and recovery. This wearable technology merges heat therapy, vibration, and gel application in a user-friendly design, offering targeted relief and muscle recovery support.

^3^This statement is based on the following articles:

https://en.wikipedia.org/wiki/Femtech

https://finance.yahoo.com/news/global-femtech-market-size-estimated-

152000742.html?guccounter=1&guce_referrer=aHR0cHM6Ly93d3cuZ29vZ2xlLmNvbS8guce

_referrer_sig=AQAAADxu1hPZubc8wPMpkhk3CuMheA6quYhXQcUbsUG0MZH0gz1TGIKs

Osyex9GtqEWHcy430Cf9lyBhKNOgnHW8YW-eTbo3xQ5bqlhdr4YsFWf2pHC5xd14-

RfauhVe4yQfGU1kqNEkA1jcOSO4JEpJj_H3eE0QBxNn6lOZAQyF5XmV

Sensera Device Business

Zigi Carmel is the registered owner the Sensera Device. According to research^1^ conducted across the globe, treatment with low-concentration CBD oils can relieve candida, dryness, scars, and many other female health issues. Numerous studies^2^ have shown CBD interacts with the endocannabinoid system, a master regulatory system with receptors all around the body. By activating these receptors, CBD can have health benefits that help have sex more approachable and pleasurable by reducing stress, enhancing one’s mood, promoting body comfort, and treating vaginal issues.

^1^ This statement is based on the following articles:

www.ncbi.nlm.nih.gov/pmc/articles/PMC7924206/

www.ncbi.nlm.nih.gov/pmc/articles/PMC8380785/

www.ncbi.nlm.nih.gov/pmc/articles/PMC4851925/

www.supmedi.com/en/blogs/cbd-oil-and-scars/.

^2^ This statement is based on the following articles:

https://www.healthline.com/health/cbd-sex-effectiveness

https://www.mindbodygreen.com/articles/hemp-oil-for-sex

https://www.ncbi.nlm.nih.gov/pmc/articles/PMC7924206/

The Company continues to pursue patent application approvals for the Sensera device, including the filing of 11 national phase applications in different countries and jurisdictions including Europe, Japan, China and the US. The Company filed “Medical Adult Toy” and “Smart Adult Toy” national phase patent applications in January 2024. We estimate the cost to pursue patent application approvals in all 11 jurisdictions to be $100,000. The patent approval process follows these steps: filing of an application, examination, publication and approval or rejection of the patent application. The timeline for the patent process from filing to approval varies depending on the jurisdiction (Europe 3-5 years, US and Japan 2-3 years, China up to 2 years). The Company’s ‘Go to Market’ strategic plan is based on combined Business to Business (“B2B”) and Business to Consumer (“B2C”) sales.

As of the date of this MD&A, the Company has:

1. completed the design of the following modules: ergonomic, configuration, concept, industrial design and<br>design for manufacturing;
2. in the hardware space, developed the mainboard of the device, side board, sensors for humidity, heat and<br>heartbeat;
--- ---
3. in the engineering space, performed proof of concept and industrial design inputs;
--- ---
4. in the firmware space, developed software design details, system test and configurations;
--- ---
5. in the user experience/user interface (“UX/UI”) space, developed the software and application<br>screens, including the application design and characterization;
--- ---
6. filed various Patent Cooperation Treaty (“PCT”) applications covering mechanical, system<br>logic, and design aspects of the Sensera Device; and
--- ---
7. filed national patent applications in 11 countries, including the USA and countries in the EU.
--- ---
8. Started production in small quantities.
--- ---
9. filed various design applications for the lubricant the capsules in 4 different countries.
--- ---

The Company also developed the following enhancements for the product:

● Unique Pump Design - Efficient Resource Monitoring: The Sensera Device features a miniature pump design<br>with liquid flow capabilities precisely tailored to meet the system’s requirements.
● Suction Mechanism - Navigating Legal Constraints: In response to legal restrictions and guidance from<br>the patent office, we have developed a unique vacuum mechanism for the device with a peristaltic pump based on an expired 1911 patent.
--- ---
● Moisture Detection Sensor - Triple Sensor Synergy: Integrating three sensors—motion, liquid amount,<br>and friction detection—was essential for the development of the moisture detection sensor. Their combination allows us to identify<br>friction in relation to the amount of liquid around the product and enhances its functionality.
--- ---
● Pelvic Floor Games- Training for Well-Being: Most women face pelvic floor weakness at some point in their<br>life, causing pain and decrease in libido. We identified existing devices (not combined with vibrators) designed for training and strengthening<br>these muscles, offering a potential solution to enhance users’ quality of life. Creating unique training programs makes strengthening<br>these muscles enjoyable, encouraging users to persist. Additionally, the programs provide feedback on internal muscles, offering a personalized<br>way to track their progress.
--- ---
● Vaginal Pulse Sensor - Innovative Experience Measurement: We recognized that pulse measurement is a valuable<br>way to assess user experience. It also allows us to confirm the fact that the vibrator is inserted into the body. We developed a pulse<br>sensor specifically designed for the vagina - an innovation not previously explored. To validate its effectiveness, we built an experimental<br>model and conducted successful testing with an experimenter. This experiment confirmed the sensor’s suitability for measuring pulse<br>within the vaginal environment, contributing to the product’s ability to gather more information and to assess the user’s<br>experience.
--- ---
● Smart Delivery System Potential: The smart delivery system, initially developed here for intimate use,<br>has the potential to extend into other product fields. We identified possibilities in diverse sectors such as cosmetics and sport therapy<br>devices. These areas will require additional research, but we anticipate substantial opportunities for innovation and marketing in these<br>domains.
--- ---
● Sphere Development - Elevating UX/UI Experience: Recognizing the smart nature of both the Sensera Device<br>and its accompanying application in development, that in the future will feature machine learning and AI capabilities, we prioritized<br>creating a high-end UX/UI communication experience. The innovative sphere feature serves as a futuristic element, providing infrastructure<br>preparation for artificial intelligence and machine learning, modules for implementation in the device (similar to interfaces like SIRI).
--- ---

The first full functional prototype of the Sensera Device is now ready. The Company plans to go to market in the third quarter of 2025 and start selling the device worldwide based on patents that have been filed in different countries.

In order to go to market, the Company needs to test the protype and commence manufacturing of the Sensera Device. As the initial version of the product will be recreational, no regulatory approvals are required provided that the oils and lubricants will not contain cannabis products that require FDA approval. In any event the company intends as part of its business plan to manufacture lubricants and oils that don’t include cannabis products.

As of March 31, 2025, and since the completion of the Zigi Carmel acquisition, the Company has invested $3,813,013 in the development of the Sensera Device, as described above, and $275,223 in patent applications. The Company expects that the investments to be made in the next 3 months will be decreased as the Company gets closer to launching the product in the market.

Patent And Design Applications – Provisional and PCT

Country Subject App. No. Filed Publication No. Pub. Date Status/Next action
Patent Cooperation Treaty SMART ADULT TOY PCT/IL2023/050016 05/01/2023 WO2023131950 13/07/2023 National Phase due 6.7.2024<br><br> <br><br><br> <br>Expiration 20 years from the PCT<br><br> <br>filing date 1.1.2043
Patent Cooperation Treaty MEDICAL ADULT TOY PCT/IL2022/050783 20/07/2022 WO 2023/002485 26/01/2023 National Phase In Progress<br><br> <br><br><br> <br>Expiration<br><br> <br>20 years from the PCT<br><br> <br>filing date 20/07/2042
United States of America FEMALE TREATMENT DEVICE 63/450,503 07/03/2023 Provisional application<br><br> <br>Deadline for filing PCT or regular applications 7.3.2024<br><br> <br><br><br> <br>Expiration 20 years from the<br><br> <br>filing date International filing<br><br> <br>date (PCT)

Medical Adult Toy national patent applications:

Country App. No. Our Ref. Filed Publication No. Pub. Date [Expiry Date] Status/Next action
United States of America 63/223,822 2813834 20/07/2021 Term Ended
Patent Cooperation Treaty PCT/IL2022/050783 2864079 20/07/2022 WO 2023/002485 26/01/2023 National Phase entered
Australia 2022314317 2994627 20/07/2022 [20/07/2042] Deadline for requesting examination: Jul 20, 2027
Canada 3,221,838 2994630 20/07/2022 [20/07/2042] Deadline for requesting examination: Jul 20, 2026
European Patent Office 22845568.9 2994654 20/07/2022 4373454 29/05/2024 [20/07/2042] Response to EESR sent to associates; awaiting filing confirmation and then Office Action
India 202317083896 2994660 20/07/2022 [20/07/2042] Awaiting first Office Action
Israel 309183 2994674 20/07/2022 [20/07/2042] Awaiting first Office Action
Japan 2023-576213 2994680 20/07/2022 [20/07/2042] Deadline for requesting examination: Jul 20, 2025
New Zealand 806417 2994690 20/07/2022 [20/07/2042] Deadline for requesting examination: Jul 20, 2027
Republic of Korea 10-2023-7045274 2994700 20/07/2022 10-2024-0035412 15/03/2024 [20/07/2042] Deadline for requesting examination: Jul 20, 2025
Singapore 11202309414Q 2994714 20/07/2022 [20/07/2042] Awaiting first communication
United States of America 18/567,766 2994728 20/07/2022 US 2024/0207133 27/06/2024 [20/07/2042] Response to Office Action filed; awaiting further communication

Smart Adult Toy national patent applications:

Country App. No. Our Ref. Filed Publication No. Pub. Date Next Renewal Status/Next action
Patent Cooperation Treaty PCT/IL2023/050016 2906680 05/01/2023 WO2023121950 13/07/2023 National Phase entered
China 202380023895.8 3022281 05/01/2023 Examination in progress; Office Action due: Dec 09, 2024
Australia 2023205476 3022265 05/01/2023 05/01/2027 National Phase entered; Deadline for requesting examination: Jan 05, 2028
Canada 3,247,151 3022272 05/01/2025 National Phase entered; Deadline for requesting examination: Jan 05, 2027
European Patent Office 23737259.4 3022296 05/01/2023 4460280 13/11/2024 Application filed; Expected date for 1st Official Action: Aug 05, 2026
India 202417053599 3022303 05/01/2023 National Phase entered; Deadline for requesting examination: Jan 06, 2026
Israel 314148 3022319 05/01/2023 Application filed; Expected date for 1st Official Action: Jul 06, 2027
Japan 2024-540959 3022320 05/01/2023 National Phase entered; Deadline for requesting examination: Jan 05, 2026
New Zealand 812746 3022331 05/01/2023 05/01/2027 National Phase entered; Deadline for requesting examination: Jan 05, 2028
Republic of Korea 10-2024-7026415 3022340 05/01/2023 National Phase entered; Deadline for requesting examination: Jan 05, 2026
Singapore 11202404709W 3022350 05/01/2023 National Phase entered; Deadline for requesting examination: Jan 06, 2025
United States of America 18/726,930 3022360 05/01/2023 National Phase entered; Expected date for 1st Official Action: Jan 05, 2025

Design Applications

Country Subject App. No. Filed Design No. Grant Date Status/Next action
United States of America FEMALE TREATMENT DEVICE 35/520,188 11/02/2024 Allowance
International Design Deposit<br><br> <br>European Union<br><br> <br>United Kingdom FEMALE TREATMENT DEVICE WIPO144151 11/02/2024 DM/235494 11/02/2024 Registered
China Lubricant Capsule 202330522171.0 15/08/2023 ZL 202330522171.0 25/06/2024 Registered
United Kingdom Lubricant Capsule 235655 Registered
International Design Deposit Lubricant Capsule WIPO144152 11/02/2024 DM/235655 11/02/2024 Registered
European Union Lubricant Capsule WIPO144152 11/02/2024 DM/235655 11/02/2024 Registered
United States of America Lubricant Capsule 35/520,369 11/02/2024 D1075514 20/05/2025 Registered

CRM Software Business

The Company’s wholly owned subsidiary–BYND

  • Beyond Solutions Ltd. (“BYND Israel”), a corporation incorporated under the laws of the State of Israel, develops and markets customer relationship management (CRM) software products that enable small and medium sized enterprises (SMEs) to optimize day to day functions, such as sales management, workforce management, contact center operations and asset management. BYND Israel currently offers a proprietary CRM software product known as “Benefit CRM” (our “Benefit CRM Software”) to its customers. BYND Israel has been developing the next generation of its Benefit CRM Software (our “New CRM Platform”), which is cloud based and includes many new features and enhancements.

CRM Cannabis Software Business

BYND Israel has also developed a new, CRM software platform, designed specifically to serve the unique needs of the medical cannabis sector (our “NewCannabis CRM Platform”).

The development of the New Cannabis CRM Platform was initiated with clear objectives aligned with our organizational priorities, as follows:

● Enhance operational efficiency and streamline processes within the cannabis<br>cultivation domain.
● Ensure regulatory compliance and mitigate risks inherent in the industry.
--- ---
● Improve data-driven decision-making and optimize resource allocation to<br>maximize yield and profitability.
--- ---

The functionalities of the New Cannabis CRM Platform include:

● Real-time monitoring of environmental conditions.
● Automated control of irrigation and nutrient delivery systems.
--- ---
● Tracking of inventory levels and batch traceability.
--- ---
● Generation of customizable reports and analytics powered by BI tools.
--- ---
● Integration of AI algorithms for predictive analytics and optimization.
--- ---
● Intuitive user interface design for enhanced usability.
--- ---
● Seamless integration with IoT sensors and CRM systems.
--- ---

As of the date of this MD&A, the development of the New Cannabis CRM Platform has been completed and we are working to locate potential paying customers for the software in Israel. There is no more investment needed in this CRM Cannabis Software other than an investment in a marketing and sales team is estimated at $150,000. Due to significant negative changes in the medical cannabis market around the world, and particularly in Israel we have doubt regarding the ability to generate revenues from this platform.

Medical Cannabis Business

The Israeli cannabis market has experienced a very significant upheaval in recent years, and most of the negative impact was done to the growing farms considering the opening of cannabis import channels to Israel. As a result, there has been significant consolidation in the growing field and many growing farms and processing plants have closed, including the oldest growers and producers in Israel. At the same time, the retail prices of medical cannabis in Israel have also dropped significantly, all this leads to economic unfeasibility for building a growing farm and investing enormous resources in its ongoing maintenance. Moreover, the ongoing state of war has severely affected the entire agricultural sector in Israel, especially in areas close to the border with Gaza, such as Moshav Kochav Michael, where the company planned to build the farms, it is currently unknown how long this situation will continue and what the long-term

damage and implications will be for the sector.

BYND Israel’s original goal was to leverage its medical cannabis business to assist in the development of its New Cannabis CRM Platform by using data generated by the operation of the Company’s planned cannabis growing facility, including data relating to the growing, harvesting and selling of medical cannabis. However, the Company’s board of directors took the decision to suspend activities related to construction of the cannabis growing facility. This decision was taken in light of management’s observation of significant negative changes in the medical cannabis market around the world, and particularly in Israel, that have taken place since the time the Company was established, in addition to the lack of funds for the required budget for the construction of the facility, and in light of the ongoing war involving the State of Israel and the proximity of the area designated for cultivation to the border with Gaza.

The Company’s board of directors reconsidered the suspension in July 2024 and decided to extend the suspension at least until April 2025 and then decided to extend the suspension on April 2025 to at least December 2025. Once a decision is made to proceed with the construction of the cannabis growing facility, the required permits necessary to begin the construction will need to be obtained once the Initial Authorizations have been formally transferred from Dalia Bzizinsky to BYBY. This transfer must be approved by the Israeli Ministry of Health Medical Cannabis Unit which will occur following approval of the Ministry of Agriculture to a change in land designation. BYBY estimates it will cost approximately $100,000 to complete the permitting process, which costs would be funded from general working capital.

On May 27, 2024, pursuant to an Agreement Dated May 27, 2024, the Company issued 450,000 Subordinate Voting Shares (26,471 subordinate voting shares post reverse split) (valued at US$400,500) as a guarantee to Dalia Bzizinsky following the Company’s decision to suspend the construction of a cannabis farm on that property.

The Company will continue renewing the Initial Authorizations that expire on November 29, 2025 until a final decision is made regarding the construction of a cannabis farm.

Currently, the Company is actively searching for opportunities outside of Israel in the CBD and medical cannabis space for collaborations or acquisitions.

The above section is supported by the following articles:

https://www.jpost.com/business-and-innovation/all-news/article-726866

https://m.calcalist.co.il/Article.aspx?guid=ryksx0089t

https://www.homee.co.il/%D7%AA%D7%A2%D7%A1%D7%95%D7%A7%D7%94-%D7%95%D7%99%D7%96%D7%9E%D7%95%D7%AA/%D7%A9%D7%95%D7%A7-%D7%91%D7%A7%D7%A0%D7%90%D7%91%D7%99%D7%A1-%D7%91%D7%99%D7%A9%D7%A8%D7%90%D7%9C

https://mobile.mako.co.il/cannabis-news/Article-e59ce91a9558881026.htm

https://www.globes.co.il/news/article.aspx?did=1001457048

https://www.globes.co.il/news/article.aspx?did=1001445389

https://m.calcalist.co.il/Article.aspx?guid=syetmqbf2

https://www.xn--4dbcyzi5a.com/5-%D7%A1%D7%99%D7%91%D7%95%D7%AA-%D7%9E%D7%93%D7%95%D7%A2-%D7%97%D7%91%D7%A8%D7%95%D7%AA-%D7%94%D7%A7%D7%A0%D7%90%D7%91%D7%99%D7%A1-%D7%91%D7%99%D7%A9%D7%A8%D7%90%D7%9C-%D7%9C%D7%90-%D7%9E%D7%A6%D7%9C/

https://www.xn--4dbcyzi5a.com/%D7%90%D7%97%D7%A8%D7%99-%D7%A9%D7%94%D7%A4%D7%A1%D7%99%D7%93%D7%94-%D7%9E%D7%90%D7%95%D7%AA-%D7%9E%D7%99%D7%9C%D7%99%D7%95%D7%A0%D7%99-%D7%A9%D7%A7%D7%9C%D7%99%D7%9D-%D7%97%D7%91%D7%A8%D7%AA-imc/

https://www.קנאביס.com/אחרי-14-שנים-בתחום-בול-פארמה-הודיעה-על-חד/

SELECTED FINANCIAL INFORMATION

The following table sets forth selected financial information of the Company for the three-month period ended March 31, 2025 and 2024 and for the year ended December 31, 2024. The selected financial information set out below has been derived from the Company’s consolidated unaudited interim financial statements and accompanying notes and its consolidated audited financial statements and accompanying notes, for the corresponding periods. The selected financial information set out below may not be indicative of the Company’s future performance.

Item Three Month Period Ended March 31, 2025 (CAD) Three Month Period Ended March 31, 2024 (CAD) Year Ended December 31, 2024 (CAD)
Revenues
Loss for the period ) ) )
Loss Per Share – basic and diluted ) ) )
Total Assets
Non-Current Liabilities
Total Liabilities
Working Capital
Shareholders’ Equity (Deficit) )
Number of Shares Outstanding at period end (Post reverse splits)

All values are in US Dollars.

The Company presently does not pay and does not anticipate paying any dividends on its Subordinate Voting Shares, as all available funds will be used to develop the Company’s business for the foreseeable future. See “Results of Operations and Overall Performance” below for a discussion of factors which have contributed to period-to-period variations.

From 2022 to 2024, the Company maintained steady levels of revenues from its CRM business.

During the fiscal year ended December 31, 2023, the Company continued to invest in the cannabis CRM software, in the total amount of $366,325.

On September 22, 2022, the Company completed its acquisition of Zigi Carmel which resulted in an increase to the Company’s intangible assets of $42,961,382.

The Financial Statements have been prepared in accordance with IFRS. The MD&A should be read in conjunction with the Financial Statements.

The Financial Statements are presented in Canadian dollars. The functional currency of the Company is the New Israeli Shekel (“NIS”). NIS represents the main economic environment in which the Company operates.

RESULTS OF OPERATIONS AND OVERALL PERFORMANCE

A. OVERALL PERFORMANCE
● Revenues during the period were $202,692 as compared to $308,968 for the same period in 2024. This decrease<br>is mainly a result of decreased revenues from software development in the amount of $105,023.
● For the three-month period ended March 31, 2025, the Company’s gross margin was 7%, as compared<br>to 21% for the same period in 2024.
--- ---
● As at March 31, 2025, the Company had a cash balance of $22,961,758 (December 31, 2024: $4,617,034).
--- ---
● The Company experienced negative cash flows from operating activities during the three-month period ended<br>March 31, 2025, in the amount of $2,406,504, primarily due to its net loss of $10,677,419, partially offset by a $7,314,179 loss from<br>revaluation of warrants. Cash outlays included general business and administrative expenses, consulting fees, business and product development,<br>and professional fees.
--- ---
B. OPERATING RESULTS

For the three-month period ended March 31, 2025, the Company recorded a net loss of $10,677,419, compared to a net loss of $30,617,317 in the same period in 2024, and had a cash balance as at March 31, 2024, of $22,961,758 (December 31, 2024 - $4,617,034).

The following provides an overview of the Company’s financial results for the three-month period ended March 31, 2025, and 2024:

Revenue

The Company has derived its revenue from the sources as summarized in the following:

March31, 2025 March31, 2024
Software development $ 140,283 $ 245,306
Software license 36,618 37,806
Software supports 14,395 12,639
Cloud hosting 10,569 10,755
Others 827 2,462
$ 202,692 $ 308,968
● Revenues during the period were $202,692 as compared to $308,968 for the same period in 2024. This decrease<br>is mainly a result of decreased revenues from software development in the amount of $105,023.
--- ---
● Approximately 67% of our sales during the period and 66% of our sales for the same period in 2024 were<br>to our largest customer and as a result, we are highly dependent on this customer to continue our operating activities.
--- ---
● Development of the Company’s New CRM Platform is now complete and we began to generate revenues<br>from it in 2023.
--- ---
● Development of the Company’ New Cannabis CRM Platform is now complete and is currently being tested<br>at the Weizmann Institute of Science, however, we do not expect to generate revenues from the platform in the foreseeable future.
--- ---
● The Company’s proposed development of a medical cannabis facility is on hold and we do not expect<br>to generate revenues from the sale of cannabis or cannabis infused products from the cannabis facility in the near future.
--- ---

Cost of Revenue

● Cost of revenues for the period amounted to $187,707 as compared to $243,018 for the same period in 2024.<br>This decrease is mainly a result of a $40,744 decrease in salaries and benefits and a $10,500 decrease in subcontractors expenses.
● For the three-month period ended March 31, 2025, the Company’s gross margin was 7%, as compared<br>to 21% for the same period in 2024.
--- ---

General and Administrative Expenses, Depreciation,Consulting and Marketing, Share-based compensation, Research and Development and Professional Fees

● For the three-month period ended March 31, 2025, general and administrative expenses increased to $464,293<br>from $254,471 for the same period in 2024. The increase was mainly due to a $159,190 increase in compensation to senior management and<br>directors.
● Professional fees increased to $661,956<br> from $632,078 for the same period in 2024, mainly due to an increase in fees in the area<br> of financial advisory, M&A and corporate finance.
--- ---
● Consulting and marketing expenses increased to $495,447 from $22,884 for the same period in 2024 due to<br>investment in marketing and branding of the Sensera device.
--- ---
● Depreciation and amortization expenses decreased to $660 from $2,227 for the same period in 2024.
--- ---
● Share-based compensation expenses increased to $663,252 from $363,437 for the same period in 2024 due<br>to higher amounts of RSUs granted to officers and directors of the Company as well as consultants of the Company.
--- ---
● Research and development expenses increased to $844,769 from $441,401 for the same period in 2024 due<br>to development of the Sensera Device.
--- ---

Other Income (Loss) items

● Foreign exchange loss was $141,162 compared to a gain of $5,095 for the<br>same period in 2024.
● Finance<br> income (expenses) were $26,965 income compared with $13,743 for the same period in<br> 2024, mainly due to interest income from term deposits.
--- ---
● Loss from warrants revaluation decreased to $7,314,179 from $28,977,934<br>for the same period in 2024.
--- ---
● Loss from settlement agreement revaluation were $128,100 compared to $Nil<br>for the same period in 2024.
--- ---

C. SUMMARY OF QUARTERLY RESULTS

Three months ended Revenues Net Profit (loss) Profit (loss) Per Share – basic and diluted
March 31, 2025 202,692 (10,677,419 ) (3,586 )
December 31, 2024 182,306 (11,631,845 ) (8,885 )
September 30, 2024 101,619 (5,418,470 ) (4,155 )
June 30, 2024 405,946 77,375 70
March 31, 2024 308,968 (30,617,317 ) (574,515 )
December 31, 2023 205,121 (15,167,579 ) (635,605 )
September 30, 2023 202,058 (1,439,785 ) (59,185 )
June 30, 2023 251,047 (1,147,324 ) (48,875 )

For the last eight quarters, the Company has maintained steady levels of revenues from its CRM business with a pattern of higher revenues in the first quarter of each fiscal year due to higher software licenses paid at that time.

Losses increased starting in the second quarter of 2022 primarily due to higher general and administrative expenses as well as increasing professional fees incurred due to the Company’s NASDAQ listing. These expenses are mainly for investor relations and public relations expenses as well as digital marketing, professional fees for financial advisory, M&A and corporate finance, legal fees and accounting fees.

Loss for the fourth quarter of 2023 was significantly higher due to an impairment loss of $13,142,481, which includes full impairment of our investment in the planned cannabis growing facility and the intangible assets in our Initial Authorizations and our New Cannabis CRM Platform as well as partial impairment of our Sensera Device patent applications.

Loss for the first quarter of 2024 was significantly higher due to a change in fair value of derivative warrants liabilities in the amount of $28,977,934.

The Company considered indicators of impairment for the patent applications at September 30, 2024. The Company decided to impair the patent applications in the amount of $5,601,167 due to delays with the development and production of the Sensera device due to the war conditions in Israel. The forecasts for the revenue the Company anticipates generating from these patent applications are still valid but the expected income from the Sensera device is delayed.

The Company intends to consider indicators of impairment for the patents pending every quarter.

The Financial Statements have been prepared in accordance with IFRS. The MD&A should be read in conjunction with the Financial Statements.

The financial statements are presented in Canadian dollars. The functional currency of the Company is the NIS. NIS represents the main economic environment in which the Company operates.

D. LIQUIDITY AND CAPITAL RESOURCES

As at March 31, 2025, the Company had a cash balance of $22,961,758 (December 31, 2024: $4,617,034).

Item Three Month Period Ended March 31, 2025 (CAD) Three Month Period Ended March 31, 2024 (CAD)
Cash used in operating activities ) )
Cash used in investing activities )
Cash provided by financing activities
Net increase in cash

All values are in US Dollars.

● The Company experienced negative cash<br> flows from operating activities during the three-month period ended March 31, 2025,<br> in the amount of $2,406,504, primarily due to its net loss of $10,677,419, partially<br> offset by a $7,314,179 loss from revaluation of warrants. Cash outlays included general business<br> and administrative expenses, consulting fees, business and product development, and professional<br> fees.
● The Company believes that it will be able to generate sufficient cash flows to maintain its current capacity.
--- ---
● On July 19, 2023, the Company issued 1,733,334 Subordinate Voting Shares (537 Subordinate Voting Shares<br>post reverse splits) at a price of US$1.50 per share following the closing of an underwritten U.S. public offering with gross proceeds<br>to the Company of $3,424,201, before deducting underwriting discounts and other estimated expenses paid by the Company in the amount of<br>$405,636, for net proceeds of $3,018,565.
--- ---
● On December 21, 2023, the Company issued 2,884,616 Subordinate Voting Shares (893 Subordinate Voting Shares<br>post reverse splits) at a price of US$0.52 per share following the closing of a registered direct public offering with gross proceeds<br>to the Company of $1,996,650, before deducting underwriting discounts and other estimated expenses paid by the Company in the amount of<br>$319,464, for net proceeds of $1,677,186.
--- ---

The offering was for the sale of 2,884,616 units (893 units post reverse splits), each consisting of one Subordinate Voting Share and one warrant to purchase one Subordinate Voting Share at an exercise price of US$0.52.

● On March 14, 2024, the Company announced the closing of a firm commitment underwritten U.S. public offering<br>with gross proceeds to the Company of approximately US$7,000,000, before deducting underwriting discounts and other estimated expenses<br>payable by the Company. The base offering consisted of 116,666,667 units (36,120 units post reverse splits), each consisting of one Subordinate<br>Voting Share and three Subordinate Voting Share purchase warrants, at a price to the public of US$0.06 per unit. The Company intends to<br>use the net proceeds from this offering primarily for product design and manufacturing of the Sensera Device, sales and marketing campaigns,<br>patent prosecution and working capital.

The Company has financial liabilities with the following maturities as at March 31, 2025:

Contractual cash flows
Up to 1 year 1 to 2 years 2 to 3 years 3 to 4 years 5 year <br>and over Total
Trade payables $ 576,137 $ - $ - $ - $ - $ 576,137
Long term loan and unpaid interest 26,865 - - - - 26,865
$ 603,002 $ - $ - $ - $ - $ 603,002

OFF-BALANCE SHEET ARRANGEMENTS

The Company has no undisclosed off-balance sheet arrangements that have or are reasonably likely to have, a current or future effect on its financial performance, financial condition, revenues or expenses, liquidity, capital expenditures or capital resources that is material to investors.

OUTSTANDING SHARE CAPITAL

Subordinate Voting Shares
Issued & Outstanding as at May 15, 2025 860,509
Convertible Securities Exercise Price Expiry Date
--- --- --- --- ---
February 2025 Series A Warrants US$ 380 April 9, 2030 55,920
February 2025 Series B Warrants October 9, 2027 1,340
March 2024 Series A Warrants September 14, 2026 109
March 2024 Series B Warrants US$ 380 March 14, 2029 233
RSUs 7,092
Fully Diluted Share Capital 925,203

TRANSACTIONS WITH RELATED PARTIES

During the three-month period ended March 31, 2025, the Company paid management, consulting and director fees in the aggregate amount of $1,140,835 to its President (Mr. Maram), CEO (Mr. Ben Yaackov), CFO (Mr. Kabazo), CTO (Mr. Tal) and four directors (Mr. Zigdon, Mr. Wolkin, Mr. Shirazi and Mrs. Szabo). During the same period in 2024 the Company paid $461,271 to its President (Mr. Maram), CEO (Mr. Ben Yaackov), CFO (Mr. Kabazo), CTO (Mr. Tal) and four directors (Mr. Zigdon, Mr. Wolkin, Mr. Shirazi and Mrs. Szabo).

As at March 31, 2025, $961 was owed from a shareholder of the Company (Miss Dalia Bzizinsky) (December 31, 2024– $1,025).

As at March 31, 2025, $165,504 was owed to directors of the Company for management, consulting and director fees (Mr. Ben Yaackov, Mr. Kabazo, Mr. Wolkin, Mr. Tal and Mrs. Szabo) (December 31, 2024– $233,691).

On February 7, 2025, the Company granted 120,000 RSUs to four directors of the Company, the RSUs vested immediately.

Mr. Kabazo – 30,000 RSUs

Mr. Wolkin – 30,000 RSUs

Mr. Zigdon – 30,000 RSUs

Mrs Szabo – 30,000 RSUs

All the above transactions were measured at fair value. Compensation to officers and directors of the Company is determined by the Company’s governance, nominating and compensation committee and is effective until the next compensation meeting, usually on April of each year.

PROPOSED TRANSACTIONS

As of the date of this MD&A, neither the Company’s board of directors nor its senior management have decided to proceed with any proposed asset or business acquisition or disposition.

CHANGES IN OR ADOPTION OF ACCOUNTING POLICIES

Accounting standards or amendments to existing accounting standards that have been issued but have future effective dates are either not applicable or are not expected to have a significant impact on the Company’s financial statements.

FINANCIAL INSTRUMENTS

The Company’s financial instruments include cash, amounts receivable, accounts payable, and accrued liabilities. The estimated fair value of these financial instruments approximates their carrying values because of the short term to maturity of these instruments.

As at March 31, 2025 the Company had $23,251,539 in current assets and $919,963 in current liabilities resulting in a working capital of $22,331,576.

RISK MANAGEMENT

The Company is exposed in varying degrees to a variety of risks. The Company’s directors approve and monitor the risk management processes, inclusive of documented investment policies, counterparty limits, and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is provided as follows:

Credit Risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company’s exposure to credit risk is the carrying value of cash and amounts receivable.

For amounts due from customers, the Company performs ongoing credit evaluations of its customers and monitors the receivable balance and the payments made in order to determine if an allowance for estimated credit losses is required. When determining the allowance for estimated credit losses the Company will consider historical experience with the customer, current market and industry conditions and any specific collection issues.

Interest Rate Risk

Interest Rate risk is the risk that the fair value of a financial instrument will fluctuate because of changes in market interest rates. Loans payable include variable interest rates; however, the Company does not believe it is exposed to material interest rate risk.

Foreign Exchange Rate Risk

The Company is exposed to foreign exchange rate risks as the Company has a surplus of financial assets over financial liabilities denominated in USD as of March 31, 2025, consisting of cash in the sum of $22,867,907. As of March 31, 2025, a 5% depreciation or appreciation of the U.S. dollar against the NIS would have resulted in an approximate $1,143,395 decrease or increase, respectively, in total pre-tax profit.

Liquidity Risk

Liquidity risk is the risk that an entity will encounter difficulty in raising funds to meet commitments associated with financial instruments. The total amount of the Company’s financial liabilities according to the contractual conditions in non-capitalized amounts (including interest payments) as at March 31, 2025, for the next 5 years and over is $603,002. To secure the additional capital necessary to pursue its plans, the Company may have to raise additional funds through equity or debt financing.

Limited Financial Resources Risk

The Company’s board of directors has currently suspended plans to develop its planned cannabis growing facility. The Company has limited financial resources and operating revenues and its ability to move forward with plans to develop the cannabis growing facility, if the Company’s board of directors takes such decision, are dependent upon management’s success in raising additional capital. Failure to obtain additional financing could result in the further delay or indefinite postponement of the development of its planned cannabis growing facility and the Company would likely be unable to carry out its stated business objectives involving the cannabis facility.

While the Company has been successful until now in obtaining financing from the capital markets, there can be no assurance that the capital markets will remain favorable in the future, and/or that the Company will be able to raise the financing needed to pursue its business objectives on favorable terms, or at all. Restrictions on the Company’s ability to finance could have a materially adverse outcome on the Company and its securities, and its ability to continue as a going concern.

Market Risk

The Company’s Subordinate Voting shares trade on the NASDAQ and the trading value thereof is determined by the evaluations, perceptions and sentiments of both individual investors and the investment community taken as a whole. Such evaluations, perceptions and sentiments are subject to change, both in short-term time horizons and longer-term time horizons. An adverse change in investor evaluations, perceptions and sentiments could have a material adverse outcome on the Company and its securities.

Business Risks relating to our CRM Businessand Cannabis Software

The Company is exposed to various risks relating to its CRM software business, as follows:

● Defects or disruptions in our cloud-based New CRM Platform and New Cannabis CRM Platform services could<br>diminish demand for our services and subject us to substantial liability.
● Interruptions or delays in service from our third-party data center hosting facilities could impair the<br>delivery of our service and harm our business.
--- ---
● If we experience significant fluctuations in our rate of anticipated growth and fail to balance our expenses<br>with our revenue forecasts, our results could be harmed.
--- ---
● We may in the future be sued by third parties for alleged infringement of their proprietary rights.
--- ---
● We will rely on third-party computer hardware and software that may be difficult to replace or which could<br>cause errors or failures of our service.
--- ---
● The market for our technology delivery model and enterprise cloud computing application services is immature<br>and volatile, and if it develops more slowly than we expect, our business could be harmed.
--- ---
● We are currently dependent on one of our clients for the majority of current revenues and any changes<br>to that relationship could have a significant impact on future revenues.
--- ---
● In the past two years, there has been a significant change in the field of global medical cannabis, particularly<br>in the State of Israel. Burdensome regulation, blocking of exports and approval of imports has caused a significant drop in prices and<br>aggressive consolidation in the growers’ market to the point of closing most of the growing farms in Israel, as a result, we expect<br>difficulty in marketing cannabis software and a decrease in expected revenues from this field.
--- ---

Business Risks relating to our proposedCannabis Business

The Company has suspended its activity regarding the construction of a medical cannabis farm. See “Medical Cannabis Business”. If the Company decides to renew this project, the following risk factors will have to be taken under consideration:

● The Company does not yet have sufficient financial resources to complete construction of the medical cannabis<br>facility and there is no guarantee that we will be able to raise the necessary capital, either through debt or equity financing, or in<br>either case, on favorable terms.
● Our cannabis facility business will be dependent on our obtaining certain licences and certain GSP and<br>GAP good practice certifications, which if not maintained in good standing, may prevent us from being able to carry on or expand our operations.
--- ---
● We will face risks inherent in an agricultural business, and an inability to grow crops successfully will<br>interrupt our business activities.
--- ---
● We will be relying on one key production facility, and disruption of operations at this facility could<br>significantly interfere with our ability to continue our product testing, development and production activities.
--- ---
● We will rely on key components of our production and distribution process, such as energy and third-party<br>producers and distributors, and a disruption in the availability of those key components, or in increase in their cost, could adversely<br>impact our business.
--- ---
● Manufacturing difficulties, disruptions or delays could limit supply of our products and limit our product<br>sales. Producing cannabis products is difficult, complex and highly regulated.
--- ---
● We are subject to environmental, health and safety regulations and risks, which may subject us to liability<br>under environmental laws.
--- ---
● We are dependent on the success of our quality control systems, which may fail and cause a disruption<br>of our business and operations.
--- ---
● The success of our branded cannabis products business will depend on the success of the cannabis product<br>candidates we develop. To date, we have not developed any cannabis products, and we do not expect to generate revenue from any cannabis<br>products that we develop in the near future.
--- ---
● Unfavorable publicity or unfavorable consumer perception of us or cannabis generally may constrain our<br>sales and revenue.
--- ---

Business Risks relating to our Sensera Device

● We have never generated any revenue from product sales and this part of our business may never be profitable.
● Our Sensera device may contain errors or defects, which could result in damage to our reputation, lost revenues, diverted development resources and increased service costs, warranty claims and litigation.
● The complex nature of the Sensera device increases the likelihood that our products will contain defects.
● Our Sensera device contains potentially controlled substances, the use of which may generate public controversy.
●<br><br><br><br> We require large financial investments to complete product development and market introduction, including marketing and sales budgets.

General Business Risks

● We face the risk of exposure to product liability claims, regulatory action and litigation if our products<br>cause loss or injury.
● We may not be able to obtain insurance coverage for all of the risks we face, exposing us to potential<br>uninsured liabilities.
--- ---
● If any of the products that we produce or intend to produce are recalled due to an alleged product defect<br>or for any other reason, we could be required to incur the unexpected expense of the recall and any legal proceedings that might arise<br>in connection with the recall.
--- ---

Conditions in Israel,including the recent attack by Hamas and other terrorist organizations from the Gaza Strip and Israel’s war against them, may adverselyaffect our operations and limit our ability to manage and market our products, which would lead to a decrease in revenues.

Because most of our operations are conducted in Israel and most of the members of our board of directors, management, as well as a majority of our employees and consultants, including employees of our service providers, are located in Israel, our business and operations are directly affected by economic, political, geopolitical and military conditions affecting Israel. Since the establishment of the State of Israel in 1948, a number of armed conflicts have occurred between Israel and its neighboring countries and other hostile non-state actors. These conflicts have involved missile strikes, hostile infiltrations and terrorism against civilian targets in various parts of Israel, which have negatively affected business conditions in Israel.

On October 7, 2023, Hamas militants and members of other terrorist organizations infiltrated Israel’s southern border from the Gaza Strip and conducted a series of terror attacks on civilian and military targets. Thereafter, these terrorists launched extensive rocket attacks on Israeli population and industrial centers located along the Israeli border with the Gaza Strip. As of the date of this MD&A, such attacks collectively resulted in over 1,200 deaths and over 2,600 injured people, in addition to the kidnapping of 101 civilians, including women and children. Shortly following the attack, Israel’s security cabinet declared war against Hamas.

The intensity and duration of Israel’s current war against Hamas is difficult to predict, and as are such war’s economic implications on the Company’s business and operations and on Israel’s economy in general. On October 9, 2023, the Central Bank of Israel announced its intent to sell up to $30 billion USD in order to protect the New Israeli Shekel (“NIS”) from collapse, however despite the foregoing announcement the NIS weakened to approximately 3.92 NIS for one US dollar as of the same day. In addition, on October 9, 2023, the Tel Aviv-35 stock index of blue-chip companies dropped by 6.4% whereas the benchmark TA-125 index fell by 6.2%. These events may imply wider macroeconomic indications of a deterioration of Israel’s economic standing, which may have a material adverse effect on the Company and its ability to effectively conduct is business, operations and affairs.

It is possible that other terrorist organizations will join the hostilities as well, including Hezbollah in Lebanon, and Palestinian military organizations in the West Bank. Our facilities are not only within the range of rockets from the Gaza Strip, but also within the range of rockets that can be fired from Lebanon, Syria or elsewhere in the Middle East. In the event that our facilities are damaged as a result of hostile action or hostilities otherwise disrupt the ongoing operation of our facilities, our ability to deliver products to customers in a timely manner to meet our contractual obligations with customers and vendors could be materially and adversely affected.

Our commercial insurance does not cover losses that may occur as a result of events associated with war and terrorism. Although the Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that this government coverage will be maintained or that it will sufficiently cover our potential damages. Any losses or damages incurred by us could have a material adverse effect on our business.

As a result of the Israeli security cabinet’s decision to declare war against Hamas, several hundred thousand Israeli reservists were drafted to perform immediate military service. Certain of our employees and consultants in Israel, in addition to employees of our service providers located in Israel, have been called for service in the current war with Hamas as of the date of this MD&A, and such persons may be absent for an extended period of time. As a result, our operations may be disrupted by such absences, which may materially and adversely affect our business and results of our operations. Additionally, the absence of employees of our Israeli suppliers and contract manufacturers due to their military service in the current war or future wars or other armed conflicts may disrupt their operations, in which event our ability to deliver products to customers may be materially and adversely affected.

In addition, popular uprisings in various countries in the Middle East and North Africa have affected the political stability of those countries. Such instability may lead to a deterioration in the political and trade relationships that exist between the State of Israel and these countries. Moreover, some countries around the world restrict doing business with Israel and Israeli companies, and additional countries may impose restrictions on doing business with Israel and Israeli companies if hostilities in Israel or political instability in the region continues or increases. These restrictions may limit materially our ability to obtain raw materials from these countries or sell our products to companies and customers in these countries. In addition, there have been increased efforts by activists to cause companies and consumers to boycott Israeli goods. Such efforts, particularly if they become more widespread, may materially and adversely impact our ability to sell our products outside of Israel.

Prior to the Hamas attack in October 2023, the Israeli government pursued extensive changes to Israel’s judicial system, which sparked extensive political debate and unrest. In response to such initiative, many individuals, organizations and institutions, both within and outside of Israel, have voiced concerns that the proposed changes may negatively impact the business environment in Israel including due to reluctance of foreign investors to invest or transact business in Israel as well as to increased currency fluctuations, downgrades in credit rating, increased interest rates, increased volatility in security markets, and other changes in macroeconomic conditions. The risk of such negative developments has increased in light of the recent Hamas attacks and the war against Hamas declared by Israel. To the extent that any of these negative developments do occur, they may have an adverse effect on our business, our results of operations and our ability to raise additional funds, if deemed necessary by our management and board of directors.

The company wishes to clarify that as of October 2023, due to the continuing war status that broke out in the Gaza Strip and the difficult security situation in northern Israel, the timetables of the Company’s various projects have been significantly delayed, due to reserve recruitment of employees, consultants and key employees of service providers, various shutdowns in the Israeli economy, a significant delay in shipments from Israel abroad and from abroad to Israel, the cessation of activity of various government institutions for many months. It was also decided to suspend the construction of the planned medical cannabis farm due, in part, to the proximity of the area designated for cultivation to the Gaza Strip.

The company does not know how long the delays will occur and whether it will be possible to return to full regular activity, and therefore, there has been a delay in the timetables for the development and production of the Sensera Device and it is not possible to estimate the exact time when it will be possible to return to full activity.

The Company cautiously assesses that if there is no further deterioration in security, it will be possible to return to full operations and launch the product in the first quarter of 2025.

In light of all of the above, there will be a significant delay in generating cash flow and income from the Company’s operations in 2025.

OTHER MATTERS

Legal Proceedings

There are no ongoing legal proceedings of any kind initiated by the Company or by third parties against the Company.

Contingent Liabilities

At the date of this MD&A, management was unaware of any outstanding contingent liability relating to the Company’s activities.

Disclosure Controls and Procedures

The Company’s directors and officers are responsible for designing internal controls over financial reporting in order to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with IFRS. The design of the Company’s internal control over financial reporting was assessed as of the date of this MD&A.

Based on this assessment, it was determined that certain weaknesses existed in internal controls over financial reporting. As indicative of many small companies, the lack of segregation of duties and effective risk assessment were identified as areas where weaknesses existed. The existence of these weaknesses is to be compensated for by senior management monitoring, which exists. The officers will continue to monitor very closely all financial activities of the Company and increase the level of supervision in key areas. It is important to note that this issue would also require the Company to hire additional staff in order to provide greater segregation of duties. Since the increased costs of such hiring could threaten the Company’s financial viability, management has chosen to disclose the potential risk in its filings and proceed with increased staffing only when the budgets and work load will enable the action.

The Company has attempted to mitigate these weaknesses, through a combination of extensive and detailed review by the Company’s directors and officers, of the financial reports, the integrity and reputation of accounting personnel, and candid discussion of those risks.

DISCLAIMER

The information provided in this document is not intended to be a comprehensive review of all matters concerning the Company. The users of this information, including but not limited to investors and prospective investors, should read it in conjunction with all other disclosure documents provided by the Company from time to time.

No securities commission or regulatory authority has reviewed the accuracy or adequacy of the information presented herein.

APPROVAL

The Company’s board of directors oversees management’s responsibility for financial reporting and internal control systems through the Company’s audit committee. This committee meets periodically with management and annually with the independent auditors to review the scope and results of the annual audit and to review the financial statements and related financial reporting and internal control matters before the financial statements are approved by the board of directors and submitted to the shareholders of the Company. The Board of Directors of the Company has approved the Financial Statements and the disclosure contained in this MD&A.

Exhibit 99.3

Form 52-109F2

Certification of Interim Filings

Full Certificate

I, Yftah Ben Yaackov, Chief Executive Officer of Femto TechnologiesInc., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”)<br>of Femto Technologies Inc. (the “issuer”) for the interim period ended March 31, 2025.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain<br>any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement<br>not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
--- ---
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together<br>with the other financial information included in the interim filings fairly present in all material respects the financial condition,<br>financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
--- ---
4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining<br>disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National<br>Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
--- ---
5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying<br>officer(s) and I have, as at the end of the period covered by the interim filings
--- ---
(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
--- ---
(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings<br>are being prepared; and
--- ---
(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it<br>under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation;<br>and
--- ---
(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial<br>reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
5.1 Control framework: The control framework the issuer’s<br>other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework (2013) published<br>by the Committee of Sponsoring Organization of the Treadway Commission (“COSO”).
--- ---
5.2 ICFR – material weakness relating to design: The issuer has disclosed in its interim MD&A for each material<br>weakness relating to design existing at the end of the interim period
--- ---
(a) a description of the material weakness;
--- ---
(b) the impact of the material weakness on the issuer’s financial reporting and its ICFR; and
--- ---
(c) the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness.
--- ---
5.3 Limitation on scope of design: N/A
--- ---
6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that<br>occurred during the period beginning on January 1, 2025 and ended on March 31, 2025 that has materially affected, or is reasonably likely<br>to materially affect, the issuer’s ICFR.

Date: May 15, 2025

“Yftah Ben Yaackov”

Yftah Ben Yaackov

Chief Executive Officer

| 1 |

| --- |

Exhibit 99.4

Form 52-109F2

Certification of Interim Filings

Full Certificate

I, Gabi Kabazo, Chief Financial Officer of Femto Technologies Inc., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”)<br>of Femto Technologies Inc. (the “issuer”) for the interim period ended March 31, 2025.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain<br>any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement<br>not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
--- ---
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together<br>with the other financial information included in the interim filings fairly present in all material respects the financial condition,<br>financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
--- ---
4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining<br>disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National<br>Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
--- ---
5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying<br>officer(s) and I have, as at the end of the period covered by the interim filings
--- ---
(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
--- ---
(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings<br>are being prepared; and
--- ---
(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it<br>under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation;<br>and
--- ---
(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial<br>reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
5.1 Control framework: The control framework the issuer’s<br>other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework (2013) published<br>by the Committee of Sponsoring Organization of the Treadway Commission (“COSO”).
--- ---
5.2 ICFR – material weakness relating to design: The issuer has disclosed in its interim MD&A for each material<br>weakness relating to design existing at the end of the interim period
--- ---
(a) a description of the material weakness;
--- ---
(b) the impact of the material weakness on the issuer’s financial reporting and its ICFR; and
--- ---
(c) the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness.
--- ---
5.3 Limitation on scope of design: N/A
--- ---
6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that<br>occurred during the period beginning on January 1, 2025 and ended on March 31, 2025 that has materially affected, or is reasonably likely<br>to materially affect, the issuer’s ICFR.
Date: May 15, 2025
---
“Gabi Kabazo”
Gabi Kabazo
Chief Financial Officer 
| 1 |

| --- |

Report a Problem

Category
Description
Email (optional, for follow-up)