Femto Technologies Inc 6-K, filed May 28, 2026
Femto Technologies Inc. (FMTOF)
About this 6-K
Femto Technologies Inc filed this 6-K on May 28, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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
Commission
File Number:
(Translation of registrant’s name into English)
(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 28, 2026, Femto Technologies Inc. (the “Company”) issued its unaudited consolidated financial statements and the related management discussion and analysis for the quarter ended March 31, 2026, 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, 2026 | |
| 99.2 | Management Discussion and Analysis | |
| 99.3 | Certification of Interim Filings — CEO | |
| 99.4 | Certification of Interim 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 28, 2026
| FEMTO TECHNOLOGIES INC. | ||
| By: | /s/ Yftah Ben Yaackov | |
| Name: | Yftah Ben Yaackov | |
| Title: | Chief Executive Officer | |
| 3 |
Exhibit 99.1
FEMTO TECHNOLOGIES INC.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THREE MONTHS ENDED MARCH 31, 2026
(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 28, 2026
| -2- |
FEMTO TECHNOLOGIES INC.
Consolidated Interim Statements of the Financial Position
(Expressed in Canadian dollars)
(Unaudited)
| As at | Notes | March 31, 2026 | December 31, 2025 | |||||||
| Assets | ||||||||||
| Cash and cash equivalents | $ | $ | ||||||||
| Trade receivables | ||||||||||
| Other receivables | 3 | |||||||||
| Inventory | ||||||||||
| Prepaid expenses | ||||||||||
| Total Current Assets | ||||||||||
| Equity method investment | 4 | |||||||||
| Intangible assets | 5 | |||||||||
| Property and equipment | ||||||||||
| Total Assets | $ | $ | ||||||||
| Liabilities and Shareholders’ Equity | ||||||||||
| Liabilities | ||||||||||
Trade payables and accrued liabilities | 6 | $ | $ | |||||||
| Related Parties | 7 | |||||||||
| Deferred revenue | 9 | |||||||||
| Other payables | 5 | |||||||||
| Enhanced voting preference shares | ||||||||||
| Derivative for settlement agreement | ||||||||||
| Total Current Liabilities | ||||||||||
| Derivative warrants liabilities | ||||||||||
| Liabilities for employee benefits | ||||||||||
| Total Liabilities | $ | $ | ||||||||
| Shareholders’ equity | ||||||||||
| Share capital | 8 | $ | $ | |||||||
| Share-based payment reserve | ||||||||||
| Translation differences reserve | ( | ) | ( | ) | ||||||
| Capital reserve for re-measurement of defined benefit plan | ||||||||||
| Accumulated Deficit | ( | ) | ( | ) | ||||||
| Total Shareholders’ equity | $ | $ | ||||||||
| Total Liabilities and Shareholders’ Equity | $ | $ | ||||||||
Nature of operations and going concern (Note 1)
These condensed consolidated interim financial statements were approved for issue by the Board of Directors on May 28, 2026 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.
Consolidated Interim Statements of Loss and Comprehensive Loss
(Expressed in Canadian dollars)
(Unaudited)
| March 31, | March 31, | |||||||||
| For the three months ended | Notes | 2026 | 2025 | |||||||
| Revenue | 9 | $ | $ | |||||||
| Cost of revenue | 10 | ( | ) | ( | ) | |||||
| Gross profit | ||||||||||
| Consulting and marketing | ||||||||||
| Research and development | ||||||||||
| Depreciation and amortization | ||||||||||
| Share-based compensation | ||||||||||
| General and administrative expenses | ||||||||||
| Professional fees | ||||||||||
| Total operating expense | ||||||||||
| Loss before other income (expense) | $ | ( | ) | $ | ( | ) | ||||
| Other income (expense) | ||||||||||
| Loss from warrants revaluation | ( | ) | ||||||||
| Loss from settlement agreement revaluation | ( | ) | ||||||||
| Foreign exchange gain (loss) | ( | ) | ||||||||
| Finance income (expenses), net | ||||||||||
| Other income (expense) | ( | ) | ||||||||
| Loss before tax | $ | ( | ) | $ | ( | ) | ||||
| Tax expense | ( | ) | ||||||||
| Loss for the period | $ | ( | ) | $ | ( | ) | ||||
| Other comprehensive income | ||||||||||
| Items that may be reclassified to profit or loss | ||||||||||
| Exchange differences on translation of foreign operations | $ | $ | ||||||||
| Remeasurement of a defined benefit plan, net | ||||||||||
| Other comprehensive income for the period | $ | $ | ||||||||
| Total comprehensive loss | $ | ( | ) | $ | ( | ) | ||||
| loss per share – basic and diluted* | $ | ) | $ | ) | ||||||
| Weighted average shares outstanding – basic and diluted | ||||||||||
| * |
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
| -4- |
FEMTO TECHNOLOGIES INC.
Consolidated Interim Statements of Changes in Shareholders’ Equity (Deficit)
(Expressed in Canadian dollars)
(Unaudited)
Number of shares* | Share capital | Translation differences reserve | Share-based payment reserve | Capital reserve for re-measurement of defined benefit plan | Accumulated Deficit | Total | ||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||
| Balance at January 1, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Shares, pre-funded warrants and warrants issued for cash, net | ||||||||||||||||||||||||||||
| Allocation to derivative warrants liabilities | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Shares issued for services | ||||||||||||||||||||||||||||
| Share-based payments | - | |||||||||||||||||||||||||||
| Other comprehensive loss for the period | - | |||||||||||||||||||||||||||
| Balance at March 31, 2025 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance at January 1, 2026 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Shares issued for acquisition of Gilad R.G. Planning and Implementation of Tehnologies and Software 2025 Ltd. (See Note 4) | ||||||||||||||||||||||||||||
| Loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Other comprehensive loss for the period | - | |||||||||||||||||||||||||||
| Balance at March 31, 2026 | ( | ) | ( | ) | ||||||||||||||||||||||||
| * |
The accompanying notes are an integral part of these condensed consolidated financial statements.
| -5- |
FEMTO TECHNOLOGIES INC.
Consolidated Interim Statements of Cash Flows
For the three months ended March 31, 2026 and 2025
(Expressed in Canadian dollars)
(Unaudited)
| As at | March 31, 2026 | March 31, 2025 | ||||||
| Operating activities: | ||||||||
| Loss for the period | $ | ( | ) | $ | ( | ) | ||
| Items not involving cash: | ||||||||
| Finance expense | ||||||||
| Share-based compensation | ||||||||
| Depreciation | ||||||||
| Loss from revaluation of settlement agreement | ( | ) | ||||||
| Change in benefits to employees | ||||||||
| Loss from revaluation of warrants | ||||||||
| Unrealized foreign exchange loss (gain) | ( | ) | ||||||
| Changes in non-cash working capital items: | ||||||||
| Trade receivables | ( | ) | ||||||
| Other receivables | ||||||||
| Trade payables and accrued liabilities | ( | ) | ||||||
| Inventory | ( | ) | ||||||
| Deferred revenue | ( | ) | ( | ) | ||||
| Prepaid expenses | ( | ) | ||||||
| Related parties | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Investing activities: | ||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Investment accounted for using the equity method | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Financing activities: | ||||||||
| Proceeds from public offering, net | ||||||||
| Repayment of long-term loan | ( | ) | ||||||
| Net cash provided by financing activities | ||||||||
| Net Increase (decrease) in cash | $ | ( | ) | $ | ||||
| Effect of foreign exchange rate changes on cash | ||||||||
| Cash at beginning of period | ||||||||
| Cash at end of period | $ | $ | ||||||
| Supplemental disclosure of cash flow information | ||||||||
| Cash paid during the period for interest | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
| -6- |
FEMTO TECHNOLOGIES INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended March 31, 2026
(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 11th Avenue, Vancouver, Canada.
The Company currently operates only in Israel and through its subsidiaries develops, markets and sells a proprietary client relationship management software known as “Benefit CRM” and in addition the Company has developed the Sensera device (formerly the EZ-G device), a unique, patent pending device that, combined with proprietary software (provisional application), regulates the flow of lubricants and oils into the soft tissues of the female sexual organs.
On March 29, 2021, the Company completed the business combination transactions with BYND – Beyond Solutions Ltd. (“BYND”). As a result of the business combination transactions, BYND became a wholly owned subsidiary of the Company. This transaction is accounted for as a reverse asset acquisition of the Company by BYND (“RTO”).
On March 29, 2021, BYND completed the share exchange agreement with B.Y.B.Y. As a result of the share exchange agreement, BYND holds % ownership interest in B.Y.B.Y. One of the former shareholders holds the remaining % ownership interest in B.Y.B.Y. in trust for BYND, for the purpose to comply with Israeli Cannabis Laws regarding the ownership of medical cannabis license rights This transaction was accounted for as asset acquisition according to IFRS 2 Share-based Payment.
On September 22, 2022, the Company and the former shareholder of Zigi Carmel Initiatives and Investments Ltd. (“ZC”) entered into a share exchange agreement, whereby the Company would acquire % ownership interest in ZC from the former shareholder in exchange for subordinate voting shares ( subordinate voting shares post reverse splits) of the Company. The share exchange agreement was executed and fully completed on September 22, 2022.
Effective July 22, 2024, the Company changed its name to Femto Technologies Inc.
Reverse stock splits
On
April 17, 2025, the Company announced a
All shares, stock options, share purchase warrants, RSU’s and per share information in these consolidated financial statements have been restated to reflect the reverse stock splits on a retroactive basis.
The Lion’s Roar Operation
On February 28, 2026, after the reporting date, “The Lion’s Roar Operation” (the “Operation”) commenced, a joint military operation by the United States and Israel involving attacks in Iran.
In response, Iran launched ballistic missiles and unmanned aerial vehicles (UAVs) toward Israel and certain states in the Persian Gulf region. These events have resulted in civilian casualties and property damage in Israel. Additionally, Hezbollah, a terrorist organization in Lebanon, joined the attacks against Israel and Israel has started military operations in Lebanon.
| -7- |
FEMTO TECHNOLOGIES INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended March 31, 2026
(Expressed in Canadian dollars)
(Unaudited)
NOTE 1 – NATURE OF OPERATIONS AND GOING CONCERN (continued)
Following the commencement of the Operation, Israel’s Home Front Command announced a “special home front situation” and updated safety guidelines that include, among other measures, restrictions on passenger flights, limitations on gatherings, broad reserve recruitment, and temporary closure of certain businesses, which has contributed to a partial reduction in economic activity.
Since this is an event beyond the Company’s control and characterized by uncertainty, in particular as to when the Operation will end, as of the approval date of these consolidated financial statements, the Company is unable to predict the intensity of the impact of the Operation on the Company’s financial condition and the results of BYND operations.
As of the date of approval of these consolidated financial statements, a ceasefire has been announced. While this development may contribute to a gradual easing of certain restrictions and a recovery in economic activity, significant uncertainty remains regarding the stability of the ceasefire and the potential for renewed escalation. Accordingly, the ultimate impact of the operation and related developments on the Company’s financial condition and results of operations remains uncertain, and the Company continues to monitor the situation closely.
Going Concern
During
the three months ended March 31, 2026, the Company incurred a net loss of $
On
February 28, 2025, the Company completed the transactions contemplated under a securities purchase agreement (the “Purchase Agreement”)
with institutional investors for the purchase and sale of subordinate voting shares and warrants at a price of US$ per subordinate
voting unit for total consideration of approximately US$
The Company plans to invest in marketing and sales efforts for the Sensera device, reduce expenses of research and development and maintain other expenditures at the same level compared to the year ended December 31, 2025.
The
Company has $
foreseeable future.
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.
| -8- |
FEMTO TECHNOLOGIES INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended March 31, 2026
(Expressed in Canadian dollars)
(Unaudited)
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND USE OF ESTIMATES AND JUDGMENTS (continued)
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, 2025, 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, 2025.
| 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 % 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 US 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.
| -9- |
FEMTO TECHNOLOGIES INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended March 31, 2026
(Expressed in Canadian dollars)
(Unaudited)
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND USE OF ESTIMATES AND JUDGMENTS (continued)
| e. | Significant estimates and assumptions (continued) |
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.
Useful lives of property 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 or conditions that may give rise to significant uncertainty; |
| -10- |
FEMTO TECHNOLOGIES INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended March 31, 2026
(Expressed in Canadian dollars)
(Unaudited)
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND USE OF ESTIMATES AND JUDGMENTS (continued)
| e. | Significant estimates and assumptions (continued) |
| ● | the classification of financial instruments; | |
| ● | the assessment of revenue recognition using the five-step approach under IFRS 15 and the collectability of amounts receivable; and | |
| ● | the determination of the functional currency of the company. |
NOTE 3 – OTHER RECEIVABLES
SCHEDULE OF OTHER RECEIVABLE
March 31, 2026 | December 31, 2025 | |||||||
| Income tax advances | ||||||||
| Interest receivable | ||||||||
| Due from shareholders | ||||||||
| Other receivable | $ | $ | ||||||
NOTE 4 – EQUITY METHOD INVESTMENT
On March 27, 2026, the Company entered into a share purchase agreement (the “Share Purchase Agreement”) with Gilad R.G. Planning and Implementation of Technologies and Software 2025 Ltd. (“Gilad”) and its shareholder (the “Vendor”), to acquire an equity interest in Gilad (the “Acquisition”) in order to strengthen the field of software services provided by Femto through its subsidiary, BYND – Beyond Solutions Ltd., and in order to remain relevant in light of the significant changes that the software field is undergoing due to the prevalence of artificial intelligence engines.
Pursuant to the Acquisition, Femto acquired:
1.
from Gilad, previously unissued common shares of Gilad (the “Gilad Shares”) for a total purchase price of US$
2. from the Vendor, Gilad Shares in consideration for:
a.
the payment to the Vendor of the sum of US$
b. the issuance to the Vendor of subordinate voting shares in the capital of Femto (the “Subordinate Voting Shares”) at deemed price of US$ per Subordinate Voting Share (the “Payment Shares”), being the volume weighted daily average market price of the Subordinate Voting Shares for the 30 trading days preceding the date of the Share Purchase Agreement.
Upon
closing of the Acquisition on March 30, 2026, (the “Closing”), Femto held
Management has determined that it has significant influence over Gilad and accordingly accounts for its investment under the equity method.
As
of March 31, 2026, the company owes US$
| -11- |
FEMTO TECHNOLOGIES INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended March 31, 2026
(Expressed in Canadian dollars)
(Unaudited)
NOTE 5 – INTANGIBLE ASSETS
The Company’s intangible assets relate to 2 patents pending for the Sensera device.
The
Patents include the fair value attributed to the Patents upon the acquisition of ZC of $
The
Company considered indicators of impairment at December 31, 2025. The Company recorded impairment loss during the year ended December
31, 2025, 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
SCHEDULE OF PATENTS INCLUDE THE FAIR VALUE ATTRIBUTED TO THE PATENTS UPON THE ACQUISITION
| Software | Patents Pending | Total | ||||||||||
| Cost | ||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | |||||||||
| Additions | ||||||||||||
| Impairments | ( | ) | ( | ) | ||||||||
| Translation differences | ||||||||||||
| Balance, December 31, 2025 | ||||||||||||
| Additions | ||||||||||||
| Translation differences | ||||||||||||
| Balance, March 31, 2026 | $ | $ | ||||||||||
| Accumulated depreciation | ||||||||||||
| Balance, December 31, 2024 | $ | $ | ||||||||||
| Depreciation | ||||||||||||
| Translation differences | ||||||||||||
| Balance, December 31, 2025 | ||||||||||||
| Depreciation | ||||||||||||
| Balance, March 31, 2026 | $ | $ | ||||||||||
| Net book value | ||||||||||||
| At December 31, 2025 | $ | $ | ||||||||||
| At March 31, 2026 | $ | $ | ||||||||||
| -12- |
FEMTO TECHNOLOGIES INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended March 31, 2026
(Expressed in Canadian dollars)
(Unaudited)
NOTE 6 – TRADE PAYABLES AND ACCRUED LIABILITIES
SCHEDULE OF TRADE PAYABLES AND ACCRUED LIABILITIES
March 31, 2026 | December 31, 2025 | |||||||
| Trades payables | $ | $ | ||||||
| VAT, income and dividend taxes payable | ||||||||
| Salaries payable | ||||||||
| Trade payables and accrued liabilities | $ | $ | ||||||
NOTE 7– RELATED PARTY TRANSACTIONS BALANCES
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, 2026, and the three months ended March 31, 2025, is set out below:
SCHEDULE OF RELATED PARTY TRANSACTIONS
| March 31, 2026 | March 31, 2025 | |||||||
| salary (cost of sales) | ||||||||
| consulting (research and development) | ||||||||
| consulting (professional fees) | ||||||||
| share based payments | ||||||||
| salary (general and administrative expenses) | ||||||||
| Total | $ | $ | ||||||
As
at March 31, 2026, $
As
at March 31, 2026, $
Authorized
Unlimited number of subordinate voting shares without par value.
Issued
As at March 31, 2026, subordinate voting shares were issued and outstanding.
During the three months ended March 31, 2026
On March 30, 2026, the Company issued subordinate voting shares to the Vendor (See note 4)
| -13- |
FEMTO TECHNOLOGIES INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended March 31, 2026
(Expressed in Canadian dollars)
(Unaudited)
NOTE 8 – SHARE CAPITAL (continued)
During the three months ended March 31, 2025
On January 3, 2025, the Company issued subordinate voting shares ( subordinate voting shares post reverse split) following the exercise of B warrants.
On January 6, 2025, the Company issued subordinate voting shares ( subordinate voting shares post reverse split) following the exercise of B warrants.
On February 7, 2025, the Company issued subordinate voting shares ( 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 subordinate voting shares ( subordinate voting shares post reverse split) following the exercise of B warrants and subordinate voting shares ( 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 $ before deducting Agent placement commission and other expenses paid by the Company in the amount of $, totaling in a net amount of $. Pursuant to the Private Placement, The Company issued subordinate voting shares ( subordinate voting shares post reverse split), Pre-Funded Warrants, series A warrants and 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 .
As of March 31, 2026, and 2025 there were stock options outstanding.
NOTE 9 – REVENUE AND DEFERRED REVENUE
SCHEDULE OF REVENUE FROM SOURCES
| March 31, 2026 | March 31, 2025 | |||||||
| Software development | $ | $ | ||||||
| Sensera devices and capsules | ||||||||
| Software license | ||||||||
| Software supports | ||||||||
| Cloud hosting | ||||||||
| Others | ||||||||
| Revenue | $ | $ | ||||||
| -14- |
FEMTO TECHNOLOGIES INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended March 31, 2026
(Expressed in Canadian dollars)
(Unaudited)
NOTE 9 – 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
March 31, 2026 | March 31, 2025 | |||||||
| Revenue recognized over time | $ | $ | ||||||
| Revenue recognized at a point of time | ||||||||
| Revenue | $ | $ | ||||||
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
| March 31, 2026 | December 31, 2025 | |||||||
| Deferred revenue, beginning | $ | $ | ||||||
| Customer payments received attributable to contract liabilities for unearned revenue | ||||||||
| Revenue recognized from fulfilling contract liabilities | ( | ) | ( | ) | ||||
| Deferred revenue, ending | $ | $ | ||||||
The
Company derives significant revenues from one customer, which exceeds 10% of total revenues. Revenues earned from that customer were
NOTE 10 – COST OF REVENUE
Cost of revenue incurred are comprised of the following:
SCHEDULE OF COST OF REVENUE
March 31, 2026 | March 31, 2025 | |||||||
| Salaries and benefits | $ | $ | ||||||
| Sensera costs | ||||||||
| Subcontractors | ||||||||
| Software and other | ||||||||
| Depreciation | ||||||||
| Cost of revenue | $ | $ | ||||||
NOTE 11 – SUBSEQUENT EVENTS
On April 9, 2026, the Company issued subordinate voting shares to directors of the Company following the vesting of RSU’s.
| -15- |
Exhibit 99.2
FEMTO TECHNOLOGIES INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2026
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, 2026 (the “Financial Statements”). The information contained in this MD&A is current to May 28, 2026.
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, 2025, is available under the Company’s profile on SEDAR+ at www.sedarplus.ca.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 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 “Risk Management”.
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) develops the Sensera (formerly EZ-G) device, a unique, patent-pending device that, combined with proprietary software, regulates the flow of lubricants and oils into the soft tissues of the female sexual organs (the “Sensera Device”)., and (ii) develops, markets and sells a proprietary client relationship management, or CRM, software known as “Benefit CRM”.
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 March 27, 2026, the Company entered into a share purchase agreement (the “Share Purchase Agreement”) with Gilad R.G. Planning and Implementation of Technologies and Software 2025 Ltd. (“Gilad”) and its shareholder (the “Vendor”), to acquire an equity interest in Gilad (the “Acquisition”) in order to strengthen the field of software services provided by Femto through its subsidiary, BYND – Beyond Solutions Ltd., and in order to remain relevant in light of the significant changes that the software field is undergoing due to the prevalence of artificial intelligence engines. |
Pursuant to the Acquisition, Femto acquired:
| 1. | from Gilad, 43 previously unissued common shares of Gilad (the “Gilad Shares”) for a total purchase price of US$1,000,000 which will be used to complete development and sales in accordance with a budget to be approved by the parties (the “Treasury Shares Purchase Price”), to be paid in four equal quarterly instalments of US$250,000; and |
| 2. | from the Vendor, 14 Gilad Shares in consideration for: |
| a. | the payment to the Vendor of the sum of US$250,000; and |
| b. | the issuance to the Vendor of 169,811 subordinate voting shares in the capital of Femto (the “Subordinate Voting Shares”) at deemed price of US$0.589 per Subordinate Voting Share (the “Payment Shares”), being the volume weighted daily average market price of the Subordinate Voting Shares for the 30 trading days preceding the date of the Share Purchase Agreement. |
Upon closing of the Acquisition (the “Closing”), Femto held 40% of the issued and outstanding Gilad Shares.
| ● | On March 18, 2026, the Company was notified that United States Patent No. D1,091,841 was granted as of September 2, 2025 with a term ending on September 2, 2040. The Patent is for “Female Treatment Device” |
| ● | On October 7, 2025 the Nasdaq Listing and Hearing Review Council has affirmed the Nasdaq’s Hearing Panel decision of June 20, 2025, to delist the Company’s securities from trading on the Nasdaq Stock Market. |
| ● | On July 7, 2025 the Company announced it submitted a notice of appeal regarding the decision of the Nasdaq Hearings Panel to delist its shares from trading. |
| ● | On June 23, 2025, the Company canceled and returned to treasury 19,747 subordinate voting shares it has repurchased under the repurchase program announced on May 15, 2025. |
| ● | On June 20, 2025, the Company announced that the Nasdaq Hearings Panel has determined to delist the subordinate voting shares of the Company from the Nasdaq Stock Market at the open of trading on June 23, 2025. Starting on that day the Company’s subordinate voting shares began trading on the OTCID under the symbol “FMTOF” |
| ● | On May 15, 2025, the Company announced stock repurchase program to repurchase up to 43,025 subordinate voting shares of the Company. |
| ● | On May 13, 2025, the Company announced the U.S. Patent and Trademark Office granted the Company a notice of allowance for use of its Sensera design. |
| ● | On May 9, 2025, the Company announced that it has received on May 8, 2025 a notification letter from Nasdaq stating that based on its review of the Company’s recent private placement transaction that was completed on February 26, 2025 (the “Placement”), Nasdaq has determined to delist the Company’s securities pursuant 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.
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.
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 might 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.
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.
3This 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=aHR0cHM6Ly93d3cuZ29vZ2xlLmNvbS8&guce_referrer_sig=AQAAADxu1hPZubc8wPMpkhk3CuMheA6quYhXQcUbsUG0MZH0gz1TGIKsOsyex9GtqEWHcy430Cf9lyBhKNOgnHW8YW-eTbo3xQ5bqlhdr4YsFWf2pHC5xd14-RfauhVe4yQfGU1kqNEkA1jcOSO4JEpJj_H3eE0QBxNn6lOZAQyF5XmV
Sensera Device Business
On September 22, 2022, the Company completed its acquisition of Israeli based Zigi Carmel Initiatives & Investments Ltd. through Zigi Carmel we own the Sensera device, a unique, patent-pending device that, combined with proprietary AI software, regulates the flow of lubricants and oils into the soft tissues of the female sexual organs.
The Company continues to pursue patent application approvals, 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 remaining cost to pursue patent application approvals in all 11 jurisdictions to be $50,000. 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 intends to establish a marketing and sales system for the Sensera device. The Company’s ‘Go to Market’ strategic plan is based on combined B2C sales via direct to consumer digital shelves supported by influencer and affiliate marketing. in a later stage Amazon shop will be launched parallelly to other marketing efforts.
Technological Architecture: The Sensera as an AI-Based Biofeedback System
The Sensera device is defined as the world’s first smart self-care device designed to adapt to the user’s physiological dynamics in real time. The technology is not based solely on mechanical vibration, but also on active data collection that processes information from a series of biometric sensors embedded in the device. The device is designed in an ergonomic Y-shape, made of soft medical silicone, designed for maximum compatibility with the female anatomical structure.
Smart Release System (SRS)
At the core of the Sensera is the patented SRS (Smart Release System). Unlike traditional devices that require external application of lubricants or treatments, the Sensera features an internal pump and a sophisticated injection system that activates the automatic release of materials from alternating pods. Using humidity and friction sensors, the system detects when additional fluid is needed and releases it at two strategic points – internal and external – to ensure maximum comfort and prevent irritation.
Integration with AI and a dedicated app
The device works in full synergy with the iOS app, which serves as the control and analysis center. The user begins by filling out a preference and needs questionnaire, which forms the initial basis of the AI algorithm. During use, the biofeedback data (heart rate, pelvic floor muscle contractions, and respiratory rate) is transferred from the device to the app via Bluetooth. The algorithm analyzes the physiological responses and improves the work plans for subsequent uses, so that the device actually “learns” the user’s body and becomes more personalized over time.
Sensera’s technological prowess earned it the title of “Innovation Awards Honoree” at CES 2025 in the Artificial Intelligence category. The recognition by a prestigious technology body such as the Consumer Technology Association (CTA) is a testament to the product’s engineering innovation and market potential, especially given that over 3,400 applications were submitted that year.
Intellectual Property: Patents and Strategic Protection
Femto Technologies has invested considerable resources in strengthening its legal position through global patent registration. In May 2025, the company announced that it had received two significant Notice of Allowance from the U.S. Patent and Trademark Office (USPTO).
| 1. | SRS Technology Patent: The approval granted on May 7, 2025, covers the smart release mechanism that forms the heart of the device. This patent is “Utility Patent”, which protects the device’s unique functionality – the ability to regulate fluid release based on sensor data. |
| 2. | Design Patent: The approval granted on May 13, 2025, protects the Sensera’s unique look and structure. Design protection is critical in the consumer goods market, as it prevents other companies from producing replicas that look similar that could mislead consumers. |
The potential of CBD in the health of the female reproductive system
Femto Technologies’ vision goes beyond the world of pleasure accessories. The company plans to turn the Sensera into a therapeutic device that will use capsules containing CBD (Cannabidiol) oils in low concentrations. The goal is to inject CBD directly into the soft tissues of the female genitalia to treat a wide range of problems.
The Scientific Rationale for Using Topical CBD
Cannabinoids, primarily CBD, interact with the body’s endocannabinoid system (ECS), whose receptors (CB1 and CB2) are in high concentrations in the female reproductive system. Six studies suggest that topical CBD treatment may help in the following conditions:
| ● | Fungal infections (Candida): A study published under the PMC7924206 identifier showed that CBD significantly inhibits the formation of the candida albicans biofilm and disrupts an existing biofilm. CBD impairs the morphology of the fungus and prevents it from becoming its invasive form (Hyphae). 21 |
| ● | Bacterial vaginosis: Studies on the Gardnerella vaginalis bacterium have shown a high sensitivity to CBD, which causes a decrease in the metabolic activity of the bacterium and the elimination of the biofilm it produces. |
| ● | Dryness and inflammation: CBD is known for its anti-inflammatory properties and may help repair tissues, relieve vaginal dryness (especially in menopausal women), and treat scar tissue. |
| ● | Sexual pain and anxiety: By activating receptors in the ECS system, CBD may reduce local stress and improve the experience of sexual touch for women who suffer from pain. |
Collaborate with medical experts
To validate the therapeutic aspect, the company has hired Dr. Alexandra Dubinskaya as a medical consultant. Dr. Dubinskaya is a specialist in urogynecology and reconstructive surgery at the Cedars-Sinai Center in Los Angeles. Her studies have shown that the use of vibrating devices can significantly improve blood flow to the pelvic floor, strengthen muscles, and improve tissue quality in conditions such as vaginal atrophy and lichen sclerosis.
It is important to note that Dr. Dubinskaya clarified that her research was not carried out directly on the Sensera device, but the physiological mechanisms she studies are very relevant to its operation. The company relies on this knowledge to build the protocol for the future treatment of CBD capsules.
CES Exhibition and Global Marketing Activities
The unveiling at CES 2025 was a defining moment for Femto Technologies. The exhibition allowed the company to showcase the Sensera not only as a gadget, but as a holistic technology solution. The Sensera was also showcased at the ShowStoppers event at CES, which is designed for journalists and opinion leaders, which led to extensive media coverage in technology and women’s health magazines.
The company launched its official sales website (senserawellness.com), powered by the Shopify platform, and began selling “starter kits” at a retail price of $299. The marketing strategy is based on the “Razors and Blades” model – the device is sold as a one-time device, while the Lubricant capsules are recurring revenue through individual purchases or monthly subscriptions.
As of March 31, 2025, and since the completion of the Zigi Carmel acquisition, the Company has invested $6,065,444 in the development of the Sensera Device, as described above, and 325,267 in patent applications.
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 entered
Expiration 20 years from the PCT 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 entered
Expiration 20 years from the PCT filing date 20/07/2042 |
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] | Awaiting examination | |||||||
| 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] | Awaiting examination | |||||||||
| 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] | Awaiting examination | |||||||
| Singapore | 11202309414Q | 2994714 | 20/07/2022 | [20/07/2042] | Awaiting first communication | |||||||||
| United States of America | 18/567,766 | 2994728 | 20/07/2022 | 12,350,220 | 08/07/2025 | [20/07/2042] | Granted |
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 | ||||||||
| Australia | 2023205476 | 3022265 | 05/01/2023 | 05/01/2027 | National Phase entered; Deadline for requesting examination: Jan 05, 2028 | |||||||||
| Canada | 3,247,151 | 3022272 | 05/01/2027 | 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; Response due July 9, 2026 | ||||||||
| India | 202417053599 | 3022303 | 05/01/2023 | National Phase entered; Office action due Sep 23, 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; | ||||||||||
| 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; | ||||||||||
| Singapore | 11202404709W | 3022350 | 05/01/2023 | National Phase entered | ||||||||||
| United States of America | 18/726,930 | 3022360 | 05/01/2023 | US-2024-0177238-A1 | 05/06/2025 | National Phase entered |
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 | D1,091,841 | 02/09/2025 | Registered | ||||||
| International Design European Union 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 | 31/03/2024 | 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 | D1,075,514 | 20/05/2025 | Allowance |
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 “New Cannabis 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 cultivation domain. |
| ● | Ensure regulatory compliance and mitigate risks inherent in the industry. |
| ● | Improve data-driven decision-making and optimize resource allocation to 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, April 2025 and finally in December 2025 and decided not to go ahead with the construction of the cannabis growing facility.
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 on August 2024) (valued at US$400,500) as a guarantee to Dalia Bzizinsky (“Dalia”) following the Company’s decision to suspend the construction of a cannabis farm on that property.
On February 7, 2025, the Company issued to Dalia 58,000 subordinate voting shares (116 subordinate voting shares post reverse split) valued at $275,322.
On April 25, 2025, the Company issued to Dalia 56,800 subordinate voting shares valued at $555,130.
On December 31, 2025, the Company and Dalia agreed that an amount of US$ 140,000 will be the final settlement to be paid in cash and that no more shares will be issued to Dalia. The amount of US$ 140,000 was paid to Dalia on January 14, 2026.
The Company did not renew the Initial Authorizations that expired on November 29, 2025.
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/
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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, 2026 and 2025 and for the year ended December 31, 2025. 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, 2026 (CAD$) | Three Month Period Ended March 31, 2025 (CAD$) | Year
Ended December 31, 2025 (CAD$) | |||||||||
| Revenues | 239,289 | 202,692 | 846,531 | |||||||||
| Income (Loss) for the period | (908,660 | ) | (10,677,419 | ) | 12,922,294 | * | ||||||
| Income (Loss) Per Share – basic | (1.05 | ) | (3,586 | ) | 21.12 | |||||||
| Income (Loss) Per Share – diluted | (1.05 | ) | (3,586 | ) | 19.85 | |||||||
| Total Assets | 36,133,880 | 48,518,902 | 35,873,078 | |||||||||
| Non-Current Liabilities | 57,552 | 52,579,530 | 68,014 | |||||||||
| Total Liabilities | 1,654,596 | 53,499,493 | 872,710 | |||||||||
| Working Capital | 12,745,779 | 22,331,576 | 15,264,810 | |||||||||
| Shareholders’ Equity (Deficit) | 34,479,284 | (4,980,591 | ) | 35,000,368 | ||||||||
| Number of Shares Outstanding at period end (Post reverse splits) | 1,030,292 | 5,853 | 861,111 | |||||||||
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 2025, 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 $239,289 as compared to $202,692 for the same period in 2025. This increase is mainly a result of increased revenues from software development in the amount of $16,690. |
| ● | For the three-month period ended March 31, 2026, the Company’s gross margin was 25%, as compared to 7% for the same period in 2025. |
| ● | As at March 31, 2026, the Company had a cash balance of $14,001,175 (December 31, 2025: $415,231,108). |
| ● | The Company experienced negative cash flows from operating activities during the three-month period ended March 31, 2026, in the amount of $662,051, primarily due to its net loss of $908,660, partially offset by a $473,290 change in other receivables. Cash outlays included general business and administrative expenses, consulting fees, business and product development, and professional fees. |
| B. | OPERATING RESULTS |
For the three-month period ended March 31, 2026, the Company recorded a net loss of $908,660, compared to a net loss of $10,677,419 in the same period in 2025, and had a cash balance as at March 31, 2026, of $14,001,175 (December 31, 2025 - $15,231,108).
The following provides an overview of the Company’s financial results for the three-month period ended March 31, 2026, and 2025:
Revenue
The Company has derived its revenue from the sources as summarized in the following:
March 31, 2026 | March 31, 2025 | |||||||
| Software development | $ | 156,973 | $ | 140,283 | ||||
| Sensera devices and capsules | 1,309 | - | ||||||
| Software license | 38,824 | 36,618 | ||||||
| Software supports | 26,588 | 14,395 | ||||||
| Cloud hosting | 14,646 | 10,569 | ||||||
| Others | 949 | 827 | ||||||
| $ | 239,289 | $ | 202,692 | |||||
| ● | Revenues during the period were $239,289 as compared to $202,692 for the same period in 2025. This increase is mainly a result of increased revenues from software development in the amount of $16,690. |
| ● | Approximately 77% of our sales during the period and 67% of our sales for the same period in 2024 were 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 from it in 2023. |
| ● | Development of the Company’ New Cannabis CRM Platform is now complete and is currently being tested 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 has been canceled and we do not expect to generate revenues from the sale of cannabis or cannabis infused products from the cannabis facility. |
Cost of Revenue
| ● | Cost of revenues for the period amounted to $179,482 as compared to $187,707 for the same period in 2025. This decrease is mainly a result of a $40,137 decrease in salaries and benefits and a $25,323 decrease in subcontractors expenses, partially offset by a $55,119 increase in Sensera costs. |
| ● | For the three-month period ended March 31, 2026, the Company’s gross margin was 25%, as compared to 7% for the same period in 2025. |
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, 2026, general and administrative expenses decreased to $419,982 from $464,293 for the same period in 2025. The decrease was mainly due to a decrease in compensation to senior management and directors. |
| ● | Professional fees decreased to $282,969 from $661,956 for the same period in 2025, mainly due to a decrease in fees in the area of financial advisory, M&A and corporate finance. |
| ● | Consulting and marketing expenses decreased to $345,213 from $495,447 for the same period in 2025 due to reduced investment in trade shows. |
| ● | Depreciation and amortization expenses decreased to $127 from $660 for the same period in 2025. |
| ● | Share-based compensation expenses decreased to Nil from $663,252 for the same period in 2025 due to reduced amounts of RSUs granted to officers and directors of the Company as well as consultants of the Company. |
| ● | Research and development expenses decreased to $88,446 from $844,769 for the same period in 2025 due to reduced expenses on the development of the Sensera Device that is now complete. |
Other Income (Loss) items
| ● | Foreign exchange gain was $13,364 compared to a loss of $141,162 for the same period in 2025. |
| ● | Finance income (expenses) were $152,906 income compared with $26,965 for the same period in 2025, mainly due to interest income from term deposits. |
| ● | Loss from warrants revaluation decreased to Nil from $7,314,179 for the same period in 2025. |
| ● | Loss from settlement agreement revaluation were Nil compared to $128,100 for the same period in 2025. |
C. SUMMARY OF QUARTERLY RESULTS
| Three months ended | Revenues | Net Loss | Loss Per Share – basic and diluted | |||||||||
| March 31, 2026 | 239,289 | (908,660 | ) | (1.05 | ) | |||||||
| December 31, 2025 | 227,537 | (1,719,728 | ) | (2.00 | ) | |||||||
| September 30, 2025 | 211,073 | (6,464,729 | ) | (7.54 | ) | |||||||
| June 30, 2025 | 205,229 | 31,784,170 | 44.52 | |||||||||
| 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 | 71.58 | |||||||||
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 December 31, 2025 and 2024. The Company decided to impair the patent applications in the amount of $5,462,000 and $8,200,336 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.
Gain for the second quarter of 2025 was significantly higher due to a change in fair value of derivative warrants liabilities in the amount of $30,389,592.
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, 2026, the Company had a cash balance of $14,001,175 (December 31, 2025: $15,231,108).
| Item | Three Month Period Ended March 31, 2026 (CAD$) | Three Month Period Ended March 31, 2025 (CAD$) | ||||||
| Cash used in operating activities | (662,051 | ) | (2,406,504 | ) | ||||
| Cash used in investing activities | (803,253 | ) | (1.300 | ) | ||||
| Cash provided by financing activities | - | 20,720,579 | ||||||
| Net increase (decrease) in cash | (1,465,304 | ) | 18,312,775 | |||||
| ● | The Company experienced negative cash flows from operating activities during the three-month period ended March 31, 2026, in the amount of $662,051, primarily due to its net loss of $908,660, partially offset by a $473,290 change in other receivables. Cash outlays included general business and administrative expenses, consulting fees, business and product development, and professional fees. |
| ● | The Company believes that it will be able to generate sufficient cash flows to maintain its current capacity. |
| ● | On February 28, 2025, the Company completed the transactions contemplated under a securities purchase agreement with institutional investors for the purchase and sale of approximately US$17 million of Subordinate Voting Shares and pre-funded and investor warrants at a price of us$4.17 per Subordinate Voting Unit. The offering consisted of the sale of Subordinate Voting Units (or Pre-Funded Units), each consisting of (i) one Subordinate Voting Share or Pre-Funded Warrant, (ii) one Series A Warrant to purchase one Subordinate Voting Share per warrant and (iii) one Series B Warrant to purchase one Subordinate Voting Share per warrant. The offering price per Subordinate Voting Unit was US$4.17 (or US$4.16999 for each Pre-Funded 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 Pre-Funded Warrant). The Pre-Funded Warrants are immediately exercisable. The initial exercise price of each Series A Warrant is US$5.21 per Subordinate Voting Share. The Series A Warrants are exercisable immediately and expire 60 months after the Release Date (as defined in the Purchase Agreement) and may be exercised on a cashless basis if there is not then an effective registration covering the resale of the Subordinate Voting Shares underlying the Series A Warrants. The number of securities issuable under the Series A Warrant is subject to adjustment as described in the Series A Warrant. The initial exercise price of each Series B Warrant is US$12.51 per Subordinate Voting Share. They also include an alternative cashless exercise option, allowing the holder to exercise the Series B Warrant at any time and receive three Subordinate Voting Shares for each Subordinate Voting Share then underlying the Series B Warrant without additional consideration. The Series B Warrants are exercisable immediately and expire 30 months after the Release Date. The number of securities issuable under the Series B Warrant is subject to adjustment as described in the Series B Warrant. |
OFF-BALANCE SHEET ARRANGEMENTS
The Company has no undisclosed off-balance sheet arrangements that have or are reasonably likely to have, a current or future effect on its financial performance, financial condition, revenues or expenses, liquidity, capital expenditures or capital resources that is material to investors.
OUTSTANDING SHARE CAPITAL
Subordinate Voting Shares
| Issued & Outstanding as at March 31, 2026 | 1,030,922 | |||
| Share issued upon vesting of RSUs | 6,852 | |||
| Issued & Outstanding as at May 28, 2026 | 1,037,774 |
| Convertible Securities | Exercise Price | Expiry Date | ||||||||
| February 2025 Series A Warrants | US$ | 380 | February 27, 2030 | 50,986 | ||||||
| February 2025 Series B Warrants | August 27, 2027 | 991 | ||||||||
| March 2024 Series A Warrants | September 14, 2026 | 109 | ||||||||
| March 2024 Series B Warrants | US$ | 380 | March 14, 2029 | 233 | ||||||
| Fully Diluted Share Capital | 1,090,093 | |||||||||
TRANSACTIONS WITH RELATED PARTIES
During the three-month period ended March 31, 2026, the Company paid management, consulting and director fees in the aggregate amount of $472,265 to its President (Mrs. Szabo), CEO (Mr. Ben Yaackov), CFO (Mr. Kabazo), CTO (Mr. Tal) and one director (Mr. Zigdon). During the same period in 2025 the Company paid $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).
As at March 31, 2026, $1,145 was owed from a shareholder of the Company (Miss Dalia Bzizinsky) (December 31, 2025– $1,300).
As at March 31, 2026, $100,285 was owed to directors of the Company for management, consulting and director fees (Mr. Ben Yaackov, Mr. Kabazo and Mrs. Szabo) (December 31, 2025– $113,892).
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, 2026, the Company had $14,342,823 in current assets and $1,597,044 in current liabilities resulting in a working capital of $12,745,779.
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, 2026, consisting of cash in the sum of $13,945,583 As of March 31, 2026, a 5% depreciation or appreciation of the U.S. dollar against the NIS would have resulted in an approximate $697,279 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, 2026 for the next 5 years and over is $1,597,044. 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 OTCQB 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 Business and 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 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 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 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 cause errors or failures of our service. |
| ● | The market for our technology delivery model and enterprise cloud computing application services is immature 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 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 in the State of Israel. Burdensome regulation, blocking of exports and approval of imports has caused a significant drop in prices and aggressive consolidation in the growers’ market to the point of closing most of the growing farms in Israel, as a result, we expect difficulty in marketing cannabis software and a decrease in expected revenues from this field. |
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. |
● |
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 cause loss or injury. |
| ● | We may not be able to obtain insurance coverage for all of the risks we face, exposing us to potential uninsured liabilities. |
| ● | If any of the products that we produce or intend to produce are recalled due to an alleged product defect or for any other reason, we could be required to incur the unexpected expense of the recall and any legal proceedings that might arise in connection with the recall. |
Conditions in Israel, including The Lion’s Roar Operation, may adversely affect our operations and limit our ability to manage and market our products, which would lead to a decrease in revenues.
On February 28, 2026, after the reporting date, “The Lion’s Roar Operation” (the “Operation”) commenced, a joint military operation by the United States and Israel involving attacks in Iran.
In response, Iran launched ballistic missiles and unmanned aerial vehicles (UAVs) toward Israel and certain states in the Persian Gulf region. These events have resulted in civilian casualties and property damage in Israel. Additionally, Hezbollah, a terrorist organization in Lebanon, joined the attacks against Israel and Israel has started military operations in Lebanon.
Following the commencement of the Operation, Israel’s Home Front Command announced a “special home front situation” and updated safety guidelines that include, among other measures, restrictions on passenger flights, limitations on gatherings, broad reserve recruitment, and temporary closure of certain businesses, which has contributed to a partial reduction in economic activity.
Since this is an event beyond the Company’s control and characterized by uncertainty, in particular as to when the Operation will end, as of the approval date of these consolidated financial statements, the Company is unable to predict the intensity of the impact of the Operation on the Company’s financial condition and the results of BYND operations.
As of the date of approval of these consolidated financial statements, a ceasefire has been announced. While this development may contribute to a gradual easing of certain restrictions and a recovery in economic activity, significant uncertainty remains regarding the stability of the ceasefire and the potential for renewed escalation. Accordingly, the ultimate impact of the operation and related developments on the Company’s financial condition and results of operations remains uncertain, and the Company continues to monitor the situation closely.
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 52-109FV2
Certification of Interim Filings
Venture Issuer Basic Certificate
I, Yftah Ben Yaackov, Chief Executive 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”) of Femto Technologies Inc. (the “issuer”) for the interim period ended March 31, 2026. |
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain 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 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 with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
Date: May 28, 2026
| “Yftah Ben Yaackov” | |
| Yftah Ben Yaackov | |
| Chief Executive Officer |
NOTE TO READER
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
| i) | controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
| ii) | a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
Exhibit 99.4
Form 52-109FV2
Certification of Interim Filings
Venture Issuer Basic 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”) of Femto Technologies Inc. (the “issuer”) for the interim period ended March 31, 2026. |
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain 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 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 with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
Date: May 28, 2026
| “Gabi Kabazo” | |
| Gabi Kabazo | |
| Chief Financial Officer |
NOTE TO READER
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
| i) | controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
| ii) | a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.