Femto Technologies Inc 6-K, filed Nov 14, 2024
Femto Technologies Inc. (FMTOF)
About this 6-K
Femto Technologies Inc filed this 6-K on November 14, 2024.
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 November
Commission
File Number:
(formerly known as BYND Cannasoft Enterprises Inc.)
(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 November 13, 2024, Femto Technologies Inc. (formerly known as BYND Cannasoft Enterprises Inc.) (the “Company”) issued its unaudited consolidated financial statements and the related management discussion and analysis for the quarter ended September 30, 2024, 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 nine months ended September 30, 2024 | |
| 99.2 | Management Discussion and Analysis | |
| 99.3 | Certification of Annual Filings — CEO | |
| 99.4 | Certification of Annual Filings — CFO |
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
November 13, 2024
| FEMTO TECHNOLOGIES INC. | ||
| By: | /s/ Yftah Ben Yaackov | |
| Name: | Yftah Ben Yaackov | |
| Title: | Chief Executive Officer | |
| 3 |
Exhibit 99.1
FEMTO TECHNOLOGIES INC.
(FORMERLY BYND CANNASOFT ENTERPRISES INC.)
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR NINE MONTHS ENDED SEPTEMBER 30, 2024
(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.
November 13, 2024
| - 2 - |
FEMTO TECHNOLOGIES INC.
Consolidated Interim Statements of the Financial Position
(Expressed in Canadian dollars)
(Unaudited)
| As at | Notes | September 30, 2024 | December 31, 2023 | |||||||
| Assets | ||||||||||
| Cash | $ | $ | ||||||||
| Accounts receivables | 5 | |||||||||
| Prepaid expenses | ||||||||||
| Total Current Assets | ||||||||||
| Intangible assets | 6 | |||||||||
| Property and equipment | 7 | |||||||||
| Total Assets | $ | $ | ||||||||
| Liabilities and Shareholders’ Equity | ||||||||||
| Liabilities | ||||||||||
| Trade payables and accrued liabilities | 8 | $ | $ | |||||||
| Related Parties | 9 | |||||||||
| Deferred revenue | 14 | |||||||||
| Long term loan – current portion | 10 | |||||||||
| Total Current Liabilities | ||||||||||
| Long term loan | 10 | |||||||||
| Derivative warrants liabilities | 11 | |||||||||
| Liabilities for employee benefits | 12 | |||||||||
| Total Liabilities | $ | $ | ||||||||
| Shareholders’ equity | ||||||||||
| Share capital | 13 | $ | $ | |||||||
| Shares to be issued | ||||||||||
| Share-based payment reserve | ||||||||||
| Translation differences reserve | ( | ) | ( | ) | ||||||
| Capital reserve for re-measurement of defined benefit plan | 12 | |||||||||
| 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 November 12, 2024 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 Income (Loss) and Comprehensive Income (Loss)
(Expressed in Canadian dollars)
(Unaudited)
| Notes | 2024 | 2023 | 2024 | 2023 | ||||||||||||||
| Three months ended September 30 | Nine months ended September 30 | |||||||||||||||||
| For the | Notes | 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Revenue | 14 | $ | $ | $ | $ | |||||||||||||
| Cost of revenue | 7,15 | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||
| Gross profit (loss) | ( | ) | ||||||||||||||||
| Consulting and marketing | ||||||||||||||||||
| Research and development | ||||||||||||||||||
| Depreciation and amortization | 7 | |||||||||||||||||
| Share-based compensation | ||||||||||||||||||
| General and admin expenses | ||||||||||||||||||
| Professional fees | ||||||||||||||||||
| Total operating expense | ||||||||||||||||||
| Loss before other income (expense) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| Other income (expense) | ||||||||||||||||||
| Change in fair value of derivative warrants liabilities | 11 | ( | ) | |||||||||||||||
| Impairments | ( | ) | ( | ) | ||||||||||||||
| Foreign exchange gain (loss) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Finance income (expenses), net | ( | ) | ( | ) | ( | ) | ||||||||||||
| Other operating income (expense) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Loss before tax | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| Tax recovery (expense) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Loss for the period | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| Other comprehensive income (loss) | ||||||||||||||||||
| Items that may be reclassified to profit or loss | ||||||||||||||||||
| Remeasurement of a defined benefit plan, net | ||||||||||||||||||
| Exchange differences on translation of foreign operations | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||
| Other comprehensive income (loss) 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
(Expressed in Canadian dollars)
(Unaudited)
| Number of shares* | Share capital | Shares to be issued | Share purchase warrants reserve | Translation differences reserve | Share-based payment reserve | Capital reserve for re-measurement of defined benefit plan | Retained earnings (Deficiency) | Total | ||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Balance at January 1, 2023 | ( | ) | ||||||||||||||||||||||||||||||||||
| Shares issued, net | ||||||||||||||||||||||||||||||||||||
| Loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
| Shares issued for services | ( | ) | ||||||||||||||||||||||||||||||||||
| Share-based payments | - | |||||||||||||||||||||||||||||||||||
| Shares to be issued for services | - | |||||||||||||||||||||||||||||||||||
| Other comprehensive loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
| Balance at September 30, 2023 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Balance at January 1, 2024 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Balance | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Cancellation of stock options | - | ( | ) | |||||||||||||||||||||||||||||||||
| Loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
| Shares issued for services | ( | ) | ||||||||||||||||||||||||||||||||||
| Shares, pre-funded warrants and warrants issued for cash, net | ||||||||||||||||||||||||||||||||||||
| Allocation to derivative warrants liabilities | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
| Shares issued pursuant to a Settlement Agreement | ||||||||||||||||||||||||||||||||||||
| Enhanced voting preference shares issued | ||||||||||||||||||||||||||||||||||||
| Other comprehensive loss for the period | - | |||||||||||||||||||||||||||||||||||
| Balance at September 30, 2024 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Balance | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| * |
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 nine months ended September 30, 2024 and 2023
(Expressed in Canadian dollars)
(Unaudited)
| As at | September 30, 2024 | September 30, 2023 | ||||||
| Operating activities: | ||||||||
| Loss for the period | $ | ( | ) | $ | ( | ) | ||
| Items not involving cash: | ||||||||
| Finance expense | ||||||||
| Impairments | ||||||||
| Share-based compensation | ||||||||
| Depreciation | ||||||||
| Change in benefits to employees | ( | ) | ||||||
| Change in fair value of derivative warrants liabilities | ||||||||
| Shares issued for services | ||||||||
| Shares issued pursuant to a settlement agreement | ||||||||
| Unrealized foreign exchange loss (gain) | ( | ) | ||||||
| Changes in non-cash working capital items: | ||||||||
| Accounts receivables | ( | ) | ||||||
| Trade payables and accrued liabilities | ||||||||
| Deferred revenue | ( | ) | ( | ) | ||||
| Prepaid expenses | ( | ) | ||||||
| Related parties | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Investing activities: | ||||||||
| Purchase of property and equipment | ( | ) | ||||||
| Investment in intangible assets | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ||||||
| Financing activities: | ||||||||
| Proceeds from public offering, net | ||||||||
| Proceeds from issuance of enhanced voting preference shares | ||||||||
| Repayment of from long term loan | ( | ) | ( | ) | ||||
| Net cash provided by financing activities | ||||||||
| Net Increase (Decrease) in cash | $ | $ | ( | ) | ||||
| Effect of foreign exchange rate changes | ( | ) | ||||||
| Cash at beginning of period | ||||||||
| Cash at end of period | $ | $ | ||||||
| Supplemental disclosure of cash flow information | ||||||||
| Cash paid during the year 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 nine months ended September 30, 2024
(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 (i) develops, markets and sells a proprietary client relationship management software known as “Benefit CRM” and its new Cannabis CRM platform, and (ii) is developing the Sensera device (formerly the EZ-G device), a unique, patent pending device that, combined with proprietary software (provisional application), regulates the flow of low-concentration CBD oils into the soft tissues of the female sexual organs, and (iii) manages the construction, licensing and operation of a cannabis farm and indoor cannabis growing facility.
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 26% ownership interest in B.Y.B.Y. in trust for BYND, for the purpose to comply with Israeli Cannabis Laws regarding the ownership of medical cannabis license rights This transaction was accounted for as asset acquisition according to IFRS 2 Share-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.
As of March 14, 2024, the Company’s subordinate voting shares no longer were listed on the Canadian Securities Exchange following a voluntary delisting.
On July 22, 2024, the Company’s name has been changed to Femto Technologies Inc.
Reverse stock splits
On
March 15, 2024, the Company announced a
On
August 16, 2024, 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.
| - 7 - |
FEMTO TECHNOLOGIES INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the nine months ended September 30, 2024
(Expressed in Canadian dollars)
(Unaudited)
NOTE 1 – NATURE OF OPERATIONS AND GOING CONCERN (continued)
War in Israel
On October 7, 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Following the attack, Israel’s government declared war against Hamas.
Other terrorist organizations such as the Hezbollah in Lebanon on Israel’s northern border have launched rocket attacks on Israel in support of Hamas. The military campaign against Hamas and other terrorist organizations is ongoing and could escalate in the future into a larger regional conflict. There is no certainty as to the duration, severity, results or implications of the war on the State of Israel generally or on the Company.
While many of Israeli civilians were draft to reserve duty, the company’s headquarter activity located in Israel remain unharmed. With regards to company’s source of income, during the first month of the war, a few credit card companies reported on a sharp decrease in transactions in Israel. Despite that, the company has not experienced any material impact on its revenues, mainly due the fact that most of the company’s revenue is generated from large institutions.
As of the date of these financial statements, the end of the war is unknown.
These condensed interim consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. These financial statements do not reflect the adjustments to the carrying values of assets and liabilities, the reported revenues and expenses, and the statement of financial position classifications used, that would be necessary if the Company were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations. Such adjustments could be material.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND USE OF ESTIMATES AND JUDGMENTS
a. Basis of presentation and statement of compliance
These condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Issues Committee (“IFRIC”) applicable to the preparation of interim financial statements, including International Accounting Standard (“IAS”) 34 Interim Financial Reporting.
The notes presented in these condensed consolidated interim financial statements include only significant events and transactions occurring since the Company’s last fiscal year end and they do not include all of the information required in the Company’s most recent annual consolidated financial statements. Except as noted below, these condensed consolidated interim financial statements follow the same accounting policies and methods of application as the Company’s annual financial statements and should be read in conjunction with the Company’s annual financial statements for the year ended December 31, 2023, 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, 2023.
| - 8 - |
FEMTO TECHNOLOGIES INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the nine months ended September 30, 2024
(Expressed in Canadian dollars)
(Unaudited)
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND USE OF ESTIMATES AND JUDGMENTS (continued)
b. Basis of Consolidation
The condensed consolidated interim financial statements incorporate the financial statements of the Company and of its wholly owned subsidiaries, BYND, Zigi Carmel and B.Y.B.Y.. B.Y.B.Y is owned directly through BYND and % of the shares of B.Y.B.Y. are held by a
a related party in trust for the Company for the purpose to comply with Israeli Cannabis Laws regarding the ownership of medical cannabis license rights.
A subsidiary is an entity over which the Company has control, directly or indirectly, where control is defined as the power to govern the financial and operating policies of an enterprise so as to obtain benefits from its activities. A subsidiary is consolidated from the date upon which control is acquired by the Company and all intercompany transactions and balances have been eliminated on consolidation.
c. Basis of Measurement
The condensed consolidated interim financial statements were prepared based on the historical costs, except for financial instruments classified as fair value through profit and loss (“FVTPL”) and assets or liabilities for employee benefits, which are stated at their fair value. In addition, these financial statements have been prepared using the accrual basis of accounting, except for cash flow information.
d. Currency of Operation and Currency of Presentation
The condensed consolidated interim financial statements are presented in Canadian dollars. The functional currency of the Company is Canadian dollars, and the functional currency of its subsidiaries is the New Israeli Shekel (“NIS”). NIS represents the main economic environment in which the subsidiaries operate.
e. Significant estimates and assumptions
The preparation of these condensed consolidated interim financial statements in accordance with IFRS requires the Company to use judgment in applying its accounting policies and make estimates and assumptions about reported amounts at the date of the financial statements and in the future. The Company’s management reviews these estimates and underlying assumptions on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted for prospectively in the period in which the estimates are revised.
Income taxes
Provisions for income taxes are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these income tax provisions at the end of each reporting period. However, it is possible that at some future date an additional liability could result from audits by tax authorities. Where the final outcome of these tax-related matters is different from the amounts that were initially recorded, such differences will affect the tax provisions in the period in which such determination is made. Deferred tax assets are recognized when it is determined that the company is likely to recognize their recovery from the generation of taxable income.
| - 9 - |
FEMTO TECHNOLOGIES INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the nine months ended September 30, 2024
(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) |
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.
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; | |
| ● | 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 – RESTATEMENT OF PREVIOUSLY ISSUED FINANCIALS STATEMENT
As a result of the findings based on the Company’s ongoing reviews, the Company, in consultation with the Board of Directors, determined that the previously issued Consolidated Balance Sheet presented in the 20-F filed on April 27, 2023, for the year ended December 31, 2022 had a clerical error in relation to software development costs that should be part of intangible assets and not included in capital work in progress, and they would make the necessary accounting corrections and restate such financial statement.
This
error correction resulted in a decrease to property and equipment of $
| - 10 - |
FEMTO TECHNOLOGIES INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the nine months ended September 30, 2024
(Expressed in Canadian dollars)
(Unaudited)
NOTE 4 – ACQUISITIONS
Acquisition of Zigi Carmel
On September 22, 2022, the Company and the former shareholder of Zigi Carmel Initiatives and Investments Ltd. (“ZC”) entered into a share exchange agreement, whereby the Company would acquire % ownership interest in ZC from the former shareholder in exchange for subordinate voting shares ( subordinate voting shares post reverse splits) of BYND. The share exchange agreement was executed and fully completed on September 22, 2022.
The acquisition of ZC has been accounted for as asset acquisition according to IFRS 2 Share-based Payment as the acquired assets and liabilities do not constitute a business under IFRS 3 Business Combinations. The transaction price of the acquisition was measured according to the fair value of the subordinate voting shares given in consideration for the assets and liabilities assumed from the acquisition, with equity increased by the corresponding amount equal to the total fair value of the subordinate voting shares given. As a result, the acquisition was recorded with the consideration as detailed in the table below:
SCHEDULE OF CONTINGENT CONSIDERATION
| Consideration transferred: | $ | |||
| Value allocated to shares issued shares ( shares post reverse splits) at $ per share | ||||
| Fair value of assets and liabilities acquired: | ||||
| Investments | ||||
| Intangible asset – patents pending | ||||
| Shareholder loan | ( | ) | ||
| Fair value of assets and liabilities |
The intangible asset acquired in the acquisition of ZC is attributed to 2 patents pending for a therapeutic device (the “Sensera” device) owned by ZC. The company has determined that the patents pending shall not be amortized until they are approved and then will be amortized over the course of their life.
NOTE 5 – ACCOUNTS RECEIVABLES
SCHEDULE OF ACCOUNTS RECEIVABLE
September 30, 2024 | December 31, 2023 | |||||||
| Trade receivables | $ | $ | ||||||
| Income tax advances | ||||||||
| Interest receivable | ||||||||
| Due from shareholders | ||||||||
| Accounts receivable | $ | $ | ||||||
| - 11 - |
FEMTO TECHNOLOGIES INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the nine months ended September 30, 2024
(Expressed in Canadian dollars)
(Unaudited)
NOTE 6 – INTANGIBLE ASSETS
The Company’s intangible assets relate to the proprietary Cannabis CRM software the Company is Developing, Patent applications for the Sensera device (Note 4) as well as the primary growing license for medical cannabis in Israel. The Additions for the Software include cost of wages of the software developers for the time they spend on developing the Cannabis CRM software.
The
additions for the Patents include the fair value attributed to the Patents upon the acquisition of ZC as well as transaction and other
costs in the amount of $
The Company considered indicators of impairment at December 31, 2023 and at September 30, 2024. The Company recorded impairment loss during the year ended December 31, 2023 for the license, the software and the patent applications. The Company recorded impairment loss during the period ended September 30, 2024 for the patent applications. The impairment for the software and the license was done mainly because of recent medical cannabis legislation changes in Israel that have materially affected the value of these assets.
The impairment for the Patent applications was done because of updated forecasts for the revenue the Company anticipates generating from these patent applications.
SCHEDULE OF PATENTS INCLUDE THE FAIR VALUE ATTRIBUTED TO THE PATENTS UPON THE ACQUISITION
| Cost | Software* | License | Patent applications and technological know how | Total | ||||||||||||
| Balance, January 1, 2023 | $ | $ | $ | $ | ||||||||||||
| Additions | ||||||||||||||||
| Impairments | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Translation differences | ( | ) | ( | ) | ||||||||||||
| Balance, December 31, 2023 | ||||||||||||||||
| Additions | ||||||||||||||||
| Impairments | ( | ) | ||||||||||||||
| Translation differences | ( | ) | ||||||||||||||
| Balance, September 30, 2024 | $ | $ | $ | |||||||||||||
| Accumulated depreciation | ||||||||||||||||
| Balance, January 1, 2023 | $ | $ | $ | $ | ||||||||||||
| Depreciation | ||||||||||||||||
| Translation differences | ( | ) | ( | ) | ||||||||||||
| Balance, December 31, 2023 | ||||||||||||||||
| Depreciation | $ | |||||||||||||||
| Balance, September 30, 2024 | $ | $ | $ | $ | ||||||||||||
| Net book value | ||||||||||||||||
| At December 31, 2023 | $ | $ | $ | $ | ||||||||||||
| At September 30, 2024 | $ | $ | $ | $ | ||||||||||||
| * |
| - 12 - |
FEMTO TECHNOLOGIES INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the nine months ended September 30, 2024
(Expressed in Canadian dollars)
(Unaudited)
NOTE 7 – PROPERTY AND EQUIPMENT
SCHEDULE OF PROPERTY AND EQUIPMENT
| Computers & Equipment | Vehicles | Furniture & Equipment | Capital Work In Progress* | Total | ||||||||||||||||
| Cost | ||||||||||||||||||||
| Balance, January 1, 2023 | $ | $ | $ | $ | $ | |||||||||||||||
| Additions | ||||||||||||||||||||
| Impairments | ( | ) | ( | ) | ||||||||||||||||
| Translation differences | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Balance, December 31, 2023 | ||||||||||||||||||||
| Cost, beginning balance | ||||||||||||||||||||
| Additions | ||||||||||||||||||||
| Disposals | ||||||||||||||||||||
| Translation differences | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Balance, September 30, 2024 | $ | $ | $ | $ | $ | |||||||||||||||
| Cost, ending balance | $ | $ | $ | $ | $ | |||||||||||||||
| Accumulated depreciation | ||||||||||||||||||||
| Balance as of January 1, 2023 | $ | $ | $ | $ | ||||||||||||||||
| Depreciation | ||||||||||||||||||||
| Translation differences | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Balance, December 31, 2023 | ||||||||||||||||||||
| Accumulated amortization, beginning balance | ||||||||||||||||||||
| Depreciation | ||||||||||||||||||||
| Translation differences | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Balance, September 30, 2024 | $ | $ | $ | $ | ||||||||||||||||
| Accumulated amortization, ending balance | $ | $ | $ | $ | ||||||||||||||||
| Net book value | ||||||||||||||||||||
| At December 31, 2023 | $ | $ | $ | $ | $ | |||||||||||||||
| At September 30, 2024 | $ | $ | $ | $ | $ | |||||||||||||||
| Property, plant and equipment, net | $ | $ | $ | $ | $ | |||||||||||||||
| * |
During
the nine months ended September 30, 2024, depreciation of $
As of December 31, 2023 the Company’s Capital work in progress relates to the ongoing investment in the future medical cannabis cultivation facility in Moshav Kochav Michael, Israel which includes permits and design.
The Company considered indicators of impairment at December 31, 2023. The Company recorded impairment loss during the year ended December 31, 2023 for the capital work in progress.
The impairment for the capital work in progress was done mainly because of recent medical cannabis legislation changes in Israel that have materially affected the value of this asset.
| - 13 - |
FEMTO TECHNOLOGIES INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the nine months ended September 30, 2024
(Expressed in Canadian dollars)
(Unaudited)
NOTE 8 – TRADE PAYABLES AND ACCRUED LIABILITIES
SCHEDULE OF TRADE PAYABLES AND ACCRUED LIABILITIES
September 30, 2024 | December 31, 2023 | |||||||
| Trades payables | $ | $ | ||||||
| VAT, income and dividend taxes payable | ||||||||
| Salaries payable | ||||||||
| Trade payables and accrued liabilities | $ | $ | ||||||
NOTE 9– 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 nine months ended September 30, 2024 and the nine months ended September 30, 2023 is set out below:
SCHEDULE OF RELATED PARTY TRANSACTIONS
September 30, 2024 | September 30, 2023 | |||||||
| salary (cost of sales) | ||||||||
| consulting (research and development) | ||||||||
| salary (intangible asset – software) | ||||||||
| consulting (professional fees) | ||||||||
| salary (general and administrative expenses) | ||||||||
| Wages and salary | ||||||||
| Share based payments | ||||||||
| Total | $ | $ | ||||||
As
at September 30, 2024, $
As
at September 30, 2024, $
NOTE 10 – LONG TERM LOAN
During
the year ended December 31, 2020, the Company secured a term loan with a principal amount of $
| - 14 - |
FEMTO TECHNOLOGIES INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the nine months ended September 30, 2024
(Expressed in Canadian dollars)
(Unaudited)
NOTE 10 – LONG TERM LOAN (continued)
The activities of the long term loan during the nine month ended September 30, 2024 are as follows:
SCHEDULE OF LONG TERM LOAN
September 30, 2024 | December 31, 2023 | |||||||
| Balance, opening | $ | $ | ||||||
| Repayments | ( | ) | ( | ) | ||||
| Interest expense, accrued | ||||||||
| Translation difference | ( | ) | ( | ) | ||||
| Balance, ending | ||||||||
| Less: | ||||||||
| Long term loan – current portion | ||||||||
| Long term loan | $ | $ | ||||||
The undiscounted repayments for each of the next two years and in the aggregate are:
SCHEDULE OF UNDISCOUNTED REPAYMENTS
| Year ended | Amount | |||
| December 31, 2024 | $ | |||
| December 31, 2025 | ||||
| Total | $ | |||
NOTE 11 – DERIVATIVE WARRANTS LIABILITIES
| a. | On
December 21, 2023, the Company issued |
On
March 27, 2024, following the March 2024 Public offering, which included the offering of subordinate voting shares at a price lower than
the exercise price of the December 2023 Warrants, the exercise price of the December 2023 Warrants was reduced to US $
On
August 27, 2024, following the
| b. | On
March 14, 2024, the Company issued |
| - 15 - |
FEMTO TECHNOLOGIES INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the nine months ended September 30, 2024
(Expressed in Canadian dollars)
(Unaudited)
NOTE 11 – DERIVATIVE WARRANTS LIABILITIES (continued)
On
March 27, 2024, following the
On
August 27, 2024, following the
| c. | During
the period ended September 30, 2024, the Company recorded a loss on the revaluation of the
total derivative liabilities of $ |
| d. | The Company engaged an outside valuation company to calculate the fair value of the derivative warrants based on the Monte Carlo simulation model with the following assumptions: |
SCHEDULE OF DERIVATIVE WARRANT LIABILITY
| September 30, 2024 | ||||
| Share Price | US $ | |||
| Exercise Price | US $ | |||
| Expected life | - years | |||
| Risk-free interest rate | % | |||
| Dividend yield | % | |||
| Expected volatility | % | |||
| Early exercise threshold | US $ | |||
The following table presents the changes in the warrant liability during the period:
SCHEDULE OF CHANGES IN THE WARRANT LIABILITY
| Balance as of December 31, 2023 | $ | |||
| Issuance of March 2024 warrants | ||||
| Changes in fair value of warrants | ( | ) | ||
| Balance as of September 30, 2024 | $ |
| - 16 - |
FEMTO TECHNOLOGIES INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the nine months ended September 30, 2024
(Expressed in Canadian dollars)
(Unaudited)
NOTE 12 – EMPLOYEE BENEFITS
The severance pay liability constitutes a defined benefit plan and was calculated using actuarial assumptions. In measuring the present value of the defined benefit obligation and the current service costs the projected unit credit method was used.
Plan assets (liability)
Information on the Company’s defined benefit pension plans and other defined benefit plans, in aggregate, is summarized as follows:
SCHEDULE OF PLAN ASSET (LIABILITY)
September 30, 2024 | December 31, 2023 | |||||||
| Defined benefit plan liabilities | $ | ( | ) | $ | ( | ) | ||
| Less: fair value of plan assets or asset ceiling | ||||||||
| Total | $ | ( | ) | $ | ( | ) | ||
Changes in the present value of the defined benefit plan liability
The following are the continuities of the fair value of plan assets and the present value of the defined benefit plan obligations:
SCHEDULE OF CHANGE IN THE PRESENT VALUE OF THE DEFINED BENEFIT PLAN LIABILITY
September 30, 2024 | December 31, 2023 | |||||||
| Balance, opening | $ | ( | ) | $ | ( | ) | ||
| Recognized in profit this year: | ||||||||
| Interest costs | ( | ) | ( | ) | ||||
| Current service cost | ( | ) | ( | ) | ||||
| Recognized in other comprehensive profit: | ||||||||
| Actuary loss for change of assumptions | ||||||||
| Translation differences | ||||||||
| Balance, ending | $ | ( | ) | $ | ( | ) | ||
The actual amount paid may vary from the estimate based on actuarial valuations being completed, investment performance, volatility in discount rates, regulatory requirements and other factors.
Major assumptions in determining the defined benefit plan liability
The principal actuarial assumptions used in calculating the Company’s defined benefit plan obligations and net defined benefit plan cost for the year were as follows (expressed as weighted averages):
SCHEDULE OF MAJOR ASSUMPTIONS IN DETERMINING THE DEFINED BENEFITS PLAN LIABILITY
September 30, 2024 | December 31, 2023 | |||||||
| Capitalization rate | % | % | ||||||
| Salary growth rate | % | % | ||||||
| Retirement rate | % | % | ||||||
| - 17 - |
FEMTO TECHNOLOGIES INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the nine months ended September 30, 2024
(Expressed in Canadian dollars)
(Unaudited)
Authorized
Unlimited number of subordinate voting shares without par value.
Enhanced voting preference shares ( post reverse split) without par value. Each Enhanced voting preference share carries the right to votes.
Issued
As at September 30, 2024, subordinate voting shares and enhanced voting preference shares were issued and outstanding.
During the nine months ended September 30, 2024
On January 4, 2024, the Company issued subordinate voting shares ( subordinate voting shares post reverse splits) to two directors following the vesting of RSU’s with a fair value of $, for a compensation amount of $.
On January 10, 2024, the Company granted RSUs ( RSUs post reverse split) to five directors of the Company,
On January 16, 2024, the Company granted RSUs ( RSUs post reverse split) to a consultant of the Company,
On February 5, 2024, the Company granted RSUs ( RSUs post reverse split) to a consultant of the Company,
On March 5, 2024, the Company granted RSUs ( RSUs post reverse split) to a consultant of the Company,
On March 14, 2024 the Company announced the closing of an underwritten public offering with gross proceeds to the Company of approximately US$ million, before deducting underwriting discounts and other estimated expenses paid by the Company. The offering was for sale of units ( units post reverse split), each consisting of one subordinate voting share or pre-funded warrant, one series A warrants and two series B warrants. The offering price was US$ per unit.
On April 5, 2024, the Company issued subordinate voting shares ( subordinate voting shares post reverse split) to two directors following the vesting of RSU’s with a fair value of $ for a compensation amount of $.
On April 5, 2024, the Company granted RSUs ( RSUs post reverse split) to directors and consultants of the Company, the RSUs vested immediately, and subordinate voting shares ( subordinate voting shares post reverse split) were issued on April 8, 2024 with a fair value of $ for a compensation amount of $.
On April 9, 2024, the Company granted RSUs ( RSUs post reverse split) to a consultant of the Company, the RSUs vested immediately, and subordinate voting shares ( subordinate voting shares post reverse split) were issued with a fair value of $ for a compensation amount of $.
| - 18 - |
FEMTO TECHNOLOGIES INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the nine months ended September 30, 2024
(Expressed in Canadian dollars)
(Unaudited)
NOTE 13 – SHARE CAPITAL (continued)
On
May 27, 2024, pursuant to a Settlement Agreement Dated May 27, 2024 (the “Settlement Agreement”), the Company issued
subordinate voting shares ( subordinate voting shares post reverse split) (valued at US$
On June 14, 2024, the Company issued subordinate voting shares ( subordinate voting shares post reverse split) to three directors following the vesting of RSU’s with a fair value of $, for a compensation amount of $.
On June 19, 2024, 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 with a fair value of $, for a compensation amount of $.
On July 16, 2024, the Company issued subordinate voting shares ( subordinate voting shares post reverse split) to a consultant following the vesting of RSU’s.
On September 20, 2024, the Company issued enhanced voting preference shares ( enhanced voting preference shares post reverse split) to its Chief Executive Officer. This new class of shares (enhanced voting preference shares) was created and the shares issued as approved by the Company’s shareholders on August 1, 2024.
As of September 30, 2024, the Company issued subordinate voting shares ( subordinate voting shares post reverse split ) following the closing of the underwritten public offering on March 14, 2024 as well as subordinate voting shares ( subordinate voting shares post reverse split ) following the cashless exercise of A warrants , subordinate voting shares ( subordinate voting shares post reverse split ) following the exercise of B warrants at an exercise price of US$ per subordinate voting share and subordinate voting shares following the exercise of B warrants at an exercise price of US$ per subordinate voting share.
During the nine months ended September 30, 2023
On January 3, 2023, the Company issued subordinate voting shares ( subordinate voting shares post reverse splits) to two directors following the vesting of RSU’s.
On April 4, 2023, the Company issued subordinate voting shares ( subordinate voting shares post reverse splits) to two directors following the vesting of RSU’s.
On April 27, 2023, the Company granted RSU’s ( RSU’s post reverse splits) to two directors,
On July 4, 2023, the Company issued subordinate voting shares ( subordinate voting shares post reverse splits) to two directors following the vesting of RSU’s.
On July 19, 2023 the Company issued subordinate voting shares ( subordinate voting shares post reverse splits) at a price of US$ per share following the closing of an underwritten public offering with gross proceeds to the Company of approximately US$ million, before deducting underwriting discounts and other estimated expenses paid by the Company.
| - 19 - |
FEMTO TECHNOLOGIES INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the nine months ended September 30, 2024
(Expressed in Canadian dollars)
(Unaudited)
NOTE 13 – SHARE CAPITAL (continued)
On August 8, 2023, the Company granted RSU’s ( RSU’s post reverse splits) to two directors,
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 10% 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 less the applicable discount permitted by the CSE. Options granted
SCHEDULE OF STOCK OPTIONS OUTSTANDING
| Number of Options | Weighted Average Exercise Price | |||||||
| Outstanding at January 1, 2023 | ||||||||
| Granted during the period | ||||||||
| Exercised during the period | ||||||||
| Outstanding at December 31, 2023 | $ | |||||||
| Granted during the period | ||||||||
| Cancelled during the period | ( | ) | ||||||
| Outstanding at September 30, 2024 | ||||||||
| Exercisable at September 30, 2024 | $ | |||||||
SCHEDULE OF ADDITIONAL STOCK OPTIONS OUTSTANDING
| Outstanding | Exercisable | |||||||||||||||||
| Number of stock options | Weighted average remaining contractual life (years) | Weighted Average Exercise Price | Number of stock options | Weighted Average Exercise Price | ||||||||||||||
| $ | $ | |||||||||||||||||
| $ | $ | |||||||||||||||||
| - 20 - |
FEMTO TECHNOLOGIES INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the nine months ended September 30, 2024
(Expressed in Canadian dollars)
(Unaudited)
NOTE 13 – SHARE CAPITAL (continued)
| 2024 | 2023 | |||||||
| Weighted average fair value of options granted | $ | $ | ||||||
| Risk-free interest rate | % | % | ||||||
| Estimated life (in years) | ||||||||
| Expected volatility | % | % | ||||||
| Expected dividend yield | % | % | ||||||
On January 10, 2024, the Company cancelled stock options ( stock options post reverse splits) that were previously granted to 4 directors of the Company.
On January 16, 2024, the Company granted stock options ( stock options post reverse splits) to a consultant of the Company, the stock options vest as follows: on the date of the grant ( post reverse splits) and every month thereafter ( post reverse splits) every month thereafter. On June 30, 2024 the Company cancelled the stock options ( stock options post reverse splits) that were previously granted to that consultant.
NOTE 14 – REVENUE AND DEFERRED REVENUE
SCHEDULE OF REVENUE FROM SOURCES
| September 30, 2024 | September 30, 2023 | |||||||
| Software development | $ | $ | ||||||
| Software license | ||||||||
| Software supports | ||||||||
| Cloud hosting | ||||||||
| Others | ||||||||
| Revenue | $ | $ | ||||||
The Company recognized revenues from contracts with customers in accordance with the following timing under IFRS 15:
SCHEDULE OF REVENUE UNDER TIMING
September 30, 2024 | September 30, 2023 | |||||||
| 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
September 30, 2024 | December 31, 2023 | |||||||
| Deferred revenue, beginning | $ | $ | ||||||
| Customer payments received attributable to contract liabilities for unearned revenue | ||||||||
| Revenue recognized from fulfilling contract liabilities | ||||||||
| Deferred revenue, ending | $ | $ | ||||||
| - 21 - |
FEMTO TECHNOLOGIES INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the nine months ended September 30, 2024
(Expressed in Canadian dollars)
(Unaudited)
NOTE 14 – REVENUE AND DEFERRED REVENUE (continued)
The
Company derives significant revenues from one customer, which exceeds 10% of total revenues. Revenues earned from that customer were
NOTE 15 – COST OF REVENUE
Cost of revenue incurred are comprised of the following:
SCHEDULE OF COST OF REVENUE
September 30, 2024 | September 30, 2023 | |||||||
| Salaries and benefits | $ | $ | ||||||
| Subcontractors | ||||||||
| Software and other | ||||||||
| Depreciation | ||||||||
| $ | $ | |||||||
NOTE 16 – SUBSEQUENT EVENTS
On
October 21, 2024, the Company effected a
All enhanced voting preference shares information in these consolidated financial statements have been restated to reflect the reverse stock split on a retroactive basis.
| - 22 - |
Exhibit 99.2
FEMTO TECHNOLOGIES INC. (Formerly BYND Cannasoft Enterprises Inc.)
MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2024
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 nine-month period ended September 30, 2024 (the “Financial Statements”). The information contained in this MD&A is current to November 13, 2024.
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, 2023, 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) the continuation of its current software business, and (ii) the development of the Sensera device (formerly the EZ-G device), a unique, patent-pending device that, combined with proprietary software, regulates the flow of low-concentration cannabidiol (“CBD”) oils into the soft tissues of the female sexual organs (the “Sensera Device”).
DESCRIPTION OF BUSINESS
Femto Technologies Inc. (formerly known as BYND Cannasoft Enterprises Inc.) was amalgamated under the Business Corporations Act (British Columbia) on March 29, 2021.
Recent Developments
| ● | On October 30, 2024, the Company received the first shipment of the Sensera devices from the factory in China. |
| ● | On October 21, 2024, the Company effected a 1-for-17 reverse stock split of its outstanding Enhanced Voting Preference Shares (the “Enhanced Voting Preference Shares”). |
| ● | On September 20, 2024, the Company issued 75,000 Enhanced Voting Preference Shares (4,412 Enhanced Voting Preference Shares post reverse split) to its Chief Executive Officer. |
| ● | On September 5, 2024, the Company announced that it has submitted its flagship feminine wellness product to the CES®2025 Innovation Awards competition, scheduled to be announced in January 2025. |
| ● | On September 4, 2024, the Company announced that it has partnered with FDA-registered manufacturer to launch the Sensera pods. |
| ● | On August 26, 2024, the Company effected a 1-for-17 reverse stock split of its outstanding Subordinate Voting Shares (the “Subordinate Voting Shares”). |
| ● | On August 28, 2024, the Company announced the debut of its flagship feminine wellness product at CES®2025, scheduled to take place in Las Vegas this January 2025. Femto’s groundbreaking product is set to redefine the standards of feminine care and wellness, showcasing its proprietary SRS (Smart Release System) technology utilizing advanced sensors that precisely detect, infuse and personalize wellness substances aiming to support intimacy and wellbeing. Femto’s commitment to enhancing women’s health and wellbeing through cutting-edge technology is leading the company’s innovation pipeline and growth route. |
| ● | On August 1, 2024, the Company announced the results of its annual general and special meeting of shareholders that was held on that day in which the shareholders have approved the Company’s proposal of creation of a new class of shares of the Company, as described in the Company’s information circular dated June 21, 2024, and issuance of such shares to Yftah Ben Yaackov, a director and the chief executive officer of the Company. |
| ● | On July 22, 2024, the Company’s name has been changed to Femto Technologies Inc. |
| ● | On May 27, 2024, pursuant to an Agreement Dated May 27, 2024, the Company issued 450,000 Subordinate Voting Shares (26,471 Subordinate Voting Shares post reverse split) (valued at US$400,500) as a guarantee to the co-owner of a farm following the Company’s decision to suspend the construction of a cannabis farm on that property. Under the Agreement, the shares are to be held in escrow by the Company until the earlier of (a) the third anniversary of the Settlement Agreement, or (b) the date on which the Company’s board of directors resolves not to construct the cannabis farm. The number of shares to be released is subject to adjustment in the event that the market price of the Company’s Subordinate Voting Share is lower than US$15.13 per share on the date of release. |
| ● | On March 22, 2024, the Company effected a 1-for-190 reverse stock split of its outstanding Subordinate Voting Shares. |
| ● | As of the close of trading on March 14, 2024, the Subordinate Voting Shares were voluntarily delisted from the Canadian Securities Exchange (“CSE”). The delisting from the CSE will not affect the Company’s listing on the NASDAQ Capital Market (the “NASDAQ”). The Subordinate Voting Shares will continue to trade on the NASDAQ under the symbol “BCAN”. |
| ● | On March 14, 2024, the Company announced the closing of a firm commitment underwritten U.S. public offering with gross proceeds to the Company of approximately US$7,000,000, before deducting underwriting discounts and other estimated expenses payable by the Company. The base offering consisted of (a) 16,166,667 Subordinate Voting Shares (or 5,005 Subordinate Voting Shares post reverse splits), (b) 100,500,000 pre-funded warrants (or 31,115 post reverse splits), (c) 16,166,667 (or 5,005 post reverse splits) A warrants to purchase one Subordinate Voting share (the “A Warrants”), and (d) 32,333,334 (or 10,010 post reverse splits) B warrants to purchase one Subordinate Voting share (the “B Warrants”). All pre-funded warrants were exercised. To date, 7,020,384 A Warrants (412,964 A Warrants post reverse split ) have been exercised on a cashless basis, 172,766 B Warrants (10,163 B Warrants post reverse split ) have been exercised at an exercise price of US$1.3643 per Subordinate Voting share and 5,299 B Warrants have been exercised at an exercise price of US$8.1782 per subordinate voting share. As described on the Prospectus, the Company intends to use the net proceeds from this offering primarily for product design and manufacturing of the Sensera Device, sales and marketing campaigns, patent prosecution ,working capital and development of additional products based on the Company’s technology and identification and acquisition of Cannabis companies with a focus on the CBD sector as an alternative to building growing cannabis farms. |
Sensera Device Business
The Company continues to pursue patent application approvals for the Sensera device, including the filing of 11 national phase applications in different countries and jurisdictions including Europe, Japan, China and the US. The Company filed “Medical Adult Toy” and “Smart Adult Toy” national phase patent applications in January 2024. We estimate the remaining cost to pursue patent application approvals in all 11 jurisdictions to be $100,000. The patent approval process follows these steps: filing of an application, examination, publication and approval or rejection of the patent application. The timeline for the patent process from filing to approval varies depending on the jurisdiction (Europe 3-5 years, US and Japan 2-3 years, China up to 2 years). The Company’s ‘Go to Market’ strategic plan is based on combined Business to Business (“B2B”) and Business to Consumer (“B2C”) sales.
As of the date of this MD&A, the Company has:
| 1. | completed the design of the following modules: ergonomic, configuration, concept, industrial design and design for manufacturing; |
| 2. | in the hardware space, developed the mainboard of the device, side board, sensors for humidity, heat and heartbeat; |
| 3. | in the engineering space, performed proof of concept and industrial design inputs; |
| 4. | in the firmware space, developed software design details, system test and configurations; |
| 5. | in the user experience/user interface (“UX/UI”) space, developed the software and application screens, including the application design and characterization; |
| 6. | filed various Patent Cooperation Treaty (“PCT”) applications covering mechanical, system logic, and design aspects of the Sensera Device; and |
| 7. | filed national patent applications in 11 countries, including the USA and countries in the EU. |
| 8. | Started production in small quantities. |
| 9. | filed various design applications for the lubricant the capsules in 4 different countries. |
The Company also developed the following enhancements for the product:
| ● | Unique Pump Design - Efficient Resource Monitoring: The Sensera Device features a miniature pump design with liquid flow capabilities precisely tailored to meet the system’s requirements. |
| ● | Suction Mechanism - Navigating Legal Constraints: In response to legal restrictions and guidance from the patent office, we have developed a unique vacuum mechanism for the device with a peristaltic pump based on an expired 1911 patent. |
| ● | Moisture Detection Sensor - Triple Sensor Synergy: Integrating three sensors—motion, liquid amount, and friction detection—was essential for the development of the moisture detection sensor. Their combination allows us to identify friction in relation to the amount of liquid around the product and enhances its functionality. |
| ● | Pelvic Floor Games- Training for Well-Being: Most women face pelvic floor weakness at some point in their life, causing pain and decrease in libido. We identified existing devices (not combined with vibrators) designed for training and strengthening these muscles, offering a potential solution to enhance users’ quality of life. Creating unique training programs makes strengthening these muscles enjoyable, encouraging users to persist. Additionally, the programs provide feedback on internal muscles, offering a personalized way to track their progress. |
| ● | Vaginal Pulse Sensor - Innovative Experience Measurement: We recognized that pulse measurement is a valuable way to assess user experience. It also allows us to confirm the fact that the vibrator is inserted into the body. We developed a pulse sensor specifically designed for the vagina - an innovation not previously explored. To validate its effectiveness, we built an experimental model and conducted successful testing with an experimenter. This experiment confirmed the sensor’s suitability for measuring pulse within the vaginal environment, contributing to the product’s ability to gather more information and to assess the user’s experience. |
| ● | Smart Delivery System Potential: The smart delivery system, initially developed here for intimate use, has the potential to extend into other product fields. We identified possibilities in diverse sectors such as cosmetics and sport therapy devices. These areas will require additional research, but we anticipate substantial opportunities for innovation and marketing in these domains. |
| ● | Sphere Development - Elevating UX/UI Experience: Recognizing the smart nature of both the Sensera Device and its accompanying application in development, that in the future will feature machine learning and AI capabilities, we prioritized creating a high-end UX/UI communication experience. The innovative sphere feature serves as a futuristic element, providing infrastructure preparation for artificial intelligence and machine learning, modules for implementation in the device (similar to interfaces like SIRI). |
The first full functional prototype of the Sensera Device is now ready. The Company plans to go to market in the first quarter of 2025 and start selling the device worldwide based on patents that have been filed in different countries.
In order to go to market, the Company tested the protype and commenced manufacturing of the Sensera Device. As the initial version of the product will be recreational, no regulatory approvals are required provided that the oils and lubricants will not contain cannabis products that require FDA approval. In any event the company intends as part of its business plan to manufacture lubricants and oils that don’t include cannabis products.
As of September 30, 2024, and since the completion of the Zigi Carmel acquisition, the Company has invested $2,148,077 in the development of the Sensera Device, as described above, and $255,036 in patent applications. The Company expects that the investments to be made in the next two months will be the same as the Company gets closer to completion of the final product and launching it in the market.
Patent 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 01/01/2043 |
| 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 | ||||||
| United States of America | FEMALE TREATMENT DEVICE | 63/562,761 | 08/03/2024 | Application filed: deadline to file regular applications 8.3.2025 | ||||||||
| United States of America | MALE TREATMENT DEVICE | 63/639,118 | 26/04/2024 | Application filed: deadline to file regular applications 26.4.2025 |
Medical Adult Toy national patent applications:
| Country | App. No. | Our Ref. | Filed | Publication No. | Pub. Date | Next Renewal | 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 | ||||||||
| China | 202280050173.7 | 2994640 | 20/07/2022 | Examination in progress; Office Action due: Dec 09, 2024 |
| Country | App. No. | Our Ref. | Filed | Publication No. | Pub. Date | Next Renewal | Status/Next action | |||||||
| Australia | 2022314317 | 2994627 | 20/07/2022 | 20/07/2026 | Deadline for requesting examination: Jul 20, 2027 | |||||||||
| Canada | 3,221,838 | 2994630 | 20/07/2022 | 20/07/2025 | Deadline for requesting examination: Jul 20, 2026 | |||||||||
| European Patent Office | 22845568.9 | 2994654 | 20/07/2022 | 4373454 | 29/05/2024 | 31/07/2025 | Application filed; Expected date for 1st Official Action: Dec 07, 2025 | |||||||
| India | 202317083896 | 2994660 | 20/07/2022 | Examination requested; Expected date for 1st Official Action: Dec 08, 2024 | ||||||||||
| Israel | 309183 | 2994674 | 20/07/2022 | Section 18 received; Expected date for 1st Official Action: Dec 07, 2026 | ||||||||||
| Japan | 2023-576213 | 2994680 | 20/07/2022 | Deadline for requesting examination: Jul 20, 2025 | ||||||||||
| New Zealand | 806417 | 2994690 | 20/07/2022 | 20/07/2026 | Deadline for requesting examination: Jul 20, 2027 | |||||||||
| Republic of Korea | 10-2023-7045274 | 2994700 | 20/07/2022 | 10-2024-0035412 | 15/03/2024 | Deadline for requesting examination: Jul 20, 2025 | ||||||||
| Singapore | 11202309414Q | 2994714 | 20/07/2022 | Examination requested; Expected date for 1st Official Action: Jun 20, 2025 | ||||||||||
| United States of America | 18/567,766 | 2994728 | 20/07/2022 | US 2024/0207133 | 27/06/2024 | Examination in progress; Accelerated Examination; Acceptance/Next office action received: Mar 26, 2025 |
Smart Adult Toy national patent applications:
| Country | App. No. | Our Ref. | Filed | Publication No. | Pub. Date | Next Renewal | Status/Next action | |||||||
| Patent Cooperation Treaty | PCT/IL2023/050016 | 2906680 | 05/01/2023 | WO2023121950 | 13/07/2023 | National Phase entered | ||||||||
| China | 202380023895.8 | 3022281 | 05/01/2023 | Examination in progress; Office Action due: Dec 09, 2024 | ||||||||||
| Australia | 2023205476 | 3022265 | 05/01/2023 | 05/01/2027 | National Phase entered; Deadline for requesting examination: Jan 05, 2028 | |||||||||
| Canada | Not received yet | 3022272 | 05/01/2025 | National Phase entered; Deadline for requesting examination: Jan 05, 2027 | ||||||||||
| European Patent Office | 23737259.4 | 3022296 | 05/01/2023 | 4460280 | 13/11/2024 | 31/01/2025 | Application filed; Expected date for 1st Official Action: Aug 05, 2026 |
| Country | App. No. | Our Ref. | Filed | Publication No. | Pub. Date | Next Renewal | Status/Next action | |||||||
| India | 202417053599 | 3022303 | 05/01/2023 | National Phase entered; Deadline for requesting examination: Jan 06, 2026 | ||||||||||
| Israel | 314148 | 3022319 | 05/01/2023 | Application filed; Expected date for 1st Official Action: Jul 06, 2027 | ||||||||||
| Japan | Not received yet | 3022320 | 20/07/2022 | National Phase entered; Deadline for requesting examination: Jan 05, 2026 | ||||||||||
| New Zealand | 812746 | 3022331 | 05/01/2023 | 05/01/2027 | National Phase entered; Deadline for requesting examination: Jan 05, 2028 | |||||||||
| Republic of Korea | 10-2024-7026415 | 3022340 | 05/01/2023 | National Phase entered; Deadline for requesting examination: Jan 05, 2026 | ||||||||||
| Singapore | 11202404709W | 3022350 | 05/01/2023 | National Phase entered; Deadline for requesting examination: Jan 06, 2025 | ||||||||||
| United States of America | 18/726,930 | 3022360 | 05/01/2023 | National Phase entered; Expected date for 1st Official Action: Jan 05, 2025 |
Design Applications
| Country | Subject | App. No. | Filed | Design No. | Grant Date | Status/Next action | ||||||
| China | FEMALE TREATMENT DEVICE | 202330522131.6 | 15/08/2023 | Examination report received | ||||||||
United States of America |
FEMALE TREATMENT DEVICE | 35/520,188 | 11/02/2024 | Pre-filed; Expected date for 1st Official Action: Feb 11, 2026 | ||||||||
| International Design Deposit European Union United Kingdom | FEMALE TREATMENT DEVICE | Registered | ||||||||||
| China | Lubricant Capsule | 202330522171.0 | 15/08/2023 | ZL 202330522171.0 | 25/06/2024 | Registered |
| United Kingdom | Lubricant Capsule | Application filed; Expected date for 1st Official Action: Aug 11, 2024 | ||||||||||
| International Design Deposit | Lubricant Capsule | WIPO144152 | 11/02/2024 | DM/235655 | 11/02/2024 | Registered | ||||||
| United States of America | Lubricant Capsule | 35/520,369 | 11/02/2024 | Application filed; Expected date for 1st Official Action: Feb 11, 2026 |
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. There is no more investment needed in this CRM Cannabis Software other than an investment in a marketing and sales team is estimated at $150,000. Due to significant negative changes in the medical cannabis market around the world, and particularly in Israel we have doubt regarding the ability to generate revenues from this platform.
Medical Cannabis Business
The Israeli cannabis market has experienced a very significant upheaval in recent years, and most of the
negative impact was done to the growing farms considering the opening of cannabis import channels to Israel. As a result, there has been significant consolidation in the growing field and many growing farms and processing plants have closed, including the oldest growers and producers in Israel. At the same time, the retail prices of medical cannabis in Israel have also dropped significantly, all this leads to economic unfeasibility for building a growing farm and investing enormous resources in its ongoing maintenance. Moreover, the ongoing state of war has severely affected the entire agricultural sector in Israel, especially in areas close to the border with Gaza, such as Moshav Kochav Michael, where the company planned to build the farms, it is currently unknown how long this situation will continue and what the long-term damage and implications will be for the sector.
BYND Israel’s original goal was to leverage its medical cannabis business to assist in the development of its New Cannabis CRM Platform by using data generated by the operation of the Company’s planned cannabis growing facility, including data relating to the growing, harvesting and selling of medical cannabis. However, the Company’s board of directors took the decision to suspend activities related to construction of the cannabis growing facility. This decision was taken in light of management’s observation of significant negative changes in the medical cannabis market around the world, and particularly in Israel, that have taken place since the time the Company was established, in addition to the lack of funds for the required budget for the construction of the facility, and in light of the ongoing war involving the State of Israel and the proximity of the area designated for cultivation to the border with Gaza.
The Company’s board of directors reconsidered the suspension in July 2024 and decided to extend the suspension at least until April 2025. Once a decision is made to proceed with the construction of the cannabis growing facility, the required permits necessary to begin the construction will need to be obtained once the Initial Authorizations have been formally transferred from Dalia Bzizinsky to BYBY. This transfer must be approved by the Israeli Ministry of Health Medical Cannabis Unit which will occur following approval of the Ministry of Agriculture to a change in land designation. BYBY estimates it will cost approximately $100,000 to complete the permitting process, which costs would be funded from general working capital.
On May 27, 2024, pursuant to an Agreement Dated May 27, 2024, the Company issued 450,000 Subordinate Voting Shares (26,471 subordinate voting shares post reverse split) (valued at US$400,500) as a guarantee to Dalia Bzizinsky following the Company’s decision to suspend the construction of a cannabis farm on that property.
The Company will continue renewing the Initial Authorizations that expire on November 29, 2024 until a final decision is made regarding the construction of a cannabis farm.
Currently, the Company is actively searching for opportunities outside of Israel in the CBD and medical cannabis space for collaborations or acquisitions.
The above section is supported by the following articles:
https://www.jpost.com/business-and-innovation/all-news/article-726866
https://m.calcalist.co.il/Article.aspx?guid=ryksx0089t
https://www.homee.co.il/%D7%AA%D7%A2%D7%A1%D7%95%D7%A7%D7%94-%D7%95%D7%99%D7%96%D7%9E%D7%95%D7%AA/%D7%A9%D7%95%D7%A7-%D7%91%D7%A7%D7%A0%D7%90%D7%91%D7%99%D7%A1-%D7%91%D7%99%D7%A9%D7%A8%D7%90%D7%9C
https://mobile.mako.co.il/cannabis-news/Article-e59ce91a9558881026.htm
https://www.globes.co.il/news/article.aspx?did=1001457048
https://www.globes.co.il/news/article.aspx?did=1001445389
https://m.calcalist.co.il/Article.aspx?guid=syetmqbf2
https://www.xn--4dbcyzi5a.com/5-%D7%A1%D7%99%D7%91%D7%95%D7%AA-%D7%9E%D7%93%D7%95%D7%A2-%D7%97%D7%91%D7%A8%D7%95%D7%AA-%D7%94%D7%A7%D7%A0%D7%90%D7%91%D7%99%D7%A1-%D7%91%D7%99%D7%A9%D7%A8%D7%90%D7%9C-%D7%9C%D7%90-%D7%9E%D7%A6%D7%9C/
https://www.xn--4dbcyzi5a.com/%D7%90%D7%97%D7%A8%D7%99-%D7%A9%D7%94%D7%A4%D7%A1%D7%99%D7%93%D7%94-%D7%9E%D7%90%D7%95%D7%AA-%D7%9E%D7%99%D7%9C%D7%99%D7%95%D7%A0%D7%99-%D7%A9%D7%A7%D7%9C%D7%99%D7%9D-%D7%97%D7%91%D7%A8%D7%AA-imc/
Female Technology (FemTech) - New Business
As part of the Company’s new strategy, and following the development of the Sensera Device, aimed at the technology field of the female wellness world, the Company intends to work to further pursue business opportunities in the world of FemTech, which is estimated at tens of billions of dollars a year3.
To this end, the Company intends to focus in the coming years on the development of additional products for the female wellness world, both at the level of technology and at the level of materials, some of which we expect will be CBD-based.
Following this new strategy the Company has changed its name to Femto Technologies.
Femto, a pioneer in women’s care technology innovation, is committed to advancing women’s wellness and lifestyle, leveraging its proprietary “Smart Release Technology,” or SRT, and core ability to innovate data-driven products to spearhead the development of smart products in the sectors of intimacy, sports, hair, and cosmetics.
The Company’s flagship intimacy product, equipped with SRT technology, an app, and machine learning personalized abilities, is in its final pre-launch stages. With the Global Wellness Institute predicting the women’s wellness economy’s growth to reach $8.5 trillion by 20273, Femto is positioned at the forefront of technological innovation.
Innovative Product Line-Up
Femto’s hope is to redefine skincare with its smart cosmetic face device, utilizing smart release technology alongside interchangeable serum capsules. This innovation allows users to seamlessly transition between treatments, catering to a variety of skin needs. The integration of LED light therapy and gentle vibrations ensures optimal serum absorption, making every skincare a smart and personalized experience.
In the hair wellness arena, Femto’s proprietary technology has given rise to an innovative hair growth brush, designed to optimize hair treatment. By combining LED light therapy, gentle vibrations, and essential nutrient capsules, this brush aims to foster an ideal environment for hair growth, ensuring comprehensive care for every hair follicle.
Venturing into women’s sports, Femto’s development of a muscle pain relief regulator illustrates the company’s dedication to enhancing athletic performance and recovery. This wearable technology merges heat therapy, vibration, and gel application in a user-friendly design, offering targeted relief and muscle recovery support.
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
SELECTED FINANCIAL INFORMATION
The following table sets forth selected financial information of the Company for the nine-month period ended September 30, 2024 and 2023 and for the year ended December 31, 2023. 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 | Nine Month Period Ended September 30, 2024 (CAD$) | Nine Month Period Ended September 30, 2023 (CAD$) | Year Ended December 31, 2023 (CAD$) | |||||||||
| Revenues | 816,533 | 873,740 | 1,078,861 | |||||||||
| Loss for the period | (35,958,412 | )* | (3,327,542 | ) | (18,495,121 | )** | ||||||
| Loss Per Share – basic and diluted | (88.58 | ) | (280.17 | ) | (1,550.4 | ) | ||||||
| Total Assets | 33,997,632 | 49,553,665 | 36,801,368 | |||||||||
| Non-Current Liabilities | 30,394,787 | 129,595 | 1,088,106 | |||||||||
| Total Liabilities | 31,067,780 | 421,953 | 1,975,143 | |||||||||
| Working Capital | 5,457,579 | 2,601,644 | 2,441,703 | |||||||||
| Shareholders’ Equity | 2,929,852 | 49,131,712 | 34,826,225 | |||||||||
| Number of Shares Outstanding at period end (Post reverse splits) | 659,781 | 12,274 | 13,174 | |||||||||
* Includes change in fair value of derivative warrants liabilities in the amount of $21,887,227 and impairment of intangible assets in the amount of $5,601,167.
**Includes impairments of intangible assets and asset under construction in the amount of $13,142,481.
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 2021 to 2023, 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 $816,533 as compared to $873,740 for the same period in 2023. This decrease is mainly a result of decreased revenues from software licenses in the amount of $53,369. |
| ● | For the nine-month period ended September 30, 2024, the Company’s gross margin was 10%, as compared to 52% for the same period in 2023. |
| ● | As at September 30, 2024, the Company had a cash balance of $5,863,843 (December 31, 2023: $3,113,934). |
| ● | The Company experienced negative cash flows from operating activities during the nine-month period ended September 30, 2024, in the amount of $5,118,951, primarily due to its net loss of $35,958,412, partially offset by a $21,887,227 change in fair value of derivative warrants liabilities and a $5,601,167 impairment loss. Cash outlays included general business and administrative expenses, consulting fees, business and product development, and professional fees. |
| ● | The Company decided to record an impairment loss for the period ended September 30, 2024, in the amount of $5,601,167 which partial impairment of our Sensera Device patent applications. |
| B. | OPERATING RESULTS |
For the nine-month period ended September 30, 2024 the Company recorded a net loss of $35,958,412, compared to a net loss of $3,327,542 in the same period in 2023, and had a cash balance as at September 30, 2024 of $5,863,843 (December 31, 2023 - $3,113,934).
The following provides an overview of the Company’s financial results for the nine-month period ended September 30, 2024 and 2023:
Revenue
The Company has derived its revenue from the sources as summarized in the following:
| September 30, 2024 | September 30, 2023 | |||||||
| Software development | $ | 592,016 | $ | 584,037 | ||||
| Software license | 148,193 | 201,562 | ||||||
| Software supports | 30,321 | 38,464 | ||||||
| Cloud hosting | 37,659 | 41,237 | ||||||
| Others | 8,344 | 8,440 | ||||||
| $ | 816,533 | $ | 873,740 | |||||
| ● | Revenues during the period were $816,533 as compared to $873,740 for the same period in 2023. This decrease is mainly a result of decreased revenues from software licenses in the amount of $53,369. |
| ● | Approximately 72% of our sales during the period and 82% of our sales for the same period in 2023 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 is on hold and we do not expect to generate revenues from the sale of cannabis or cannabis infused products from the cannabis facility in the near future; however there is a possibility we will generate revenues from the sale of cannabis using our contactless business license if we choose to re-apply for it in the first quarter of 2025. |
Cost of Revenue
| ● | Cost of revenues for the period amounted to $731,052 as compared to $418,473 for the same period in 2023. This increase is mainly a result of a $180,134 increase in salaries and benefits and a $136,690 increase in subcontractors expenses. |
| ● | For the nine-month period ended September 30, 2024, the Company’s gross margin was 10%, as compared to 52% for the same period in 2023. |
General and Administrative Expenses, Depreciation, Consulting and Marketing, Share-based compensation, Research and Development and Professional Fees
| ● | For the nine-month period ended September 30, 2024, general and administrative expenses increased to $1,418,497 from $940,445 for the same period in 2023. The increase was mainly due to a $770,729 increase in payroll expenses. |
| ● | Professional fees decreased to $1,355,091 from $2,514,024 for the same period in 2023, mainly due to a decrease in fees in the area of financial advisory, M&A and corporate finance. |
| ● | Consulting and marketing expenses increased to $453,255 from $1,791 for the same period in 2023 due to investment in marketing and branding of the Sensera device. |
| ● | Depreciation and amortization expenses decreased to $3,522 from $9,220 for the same period in 2023. |
| ● | Share-based compensation expenses increased to $3,732,833 from $95,464 for the same period in 2023 due to higher amounts of stock options and RSUs granted to officers and directors of the Company as well as consultants of the Company. |
| ● | Research and development expenses increased to $1,612,881 from $Nil for the same period in 2023 due to development of the Sensera Device. |
Other Income (Loss) items
| ● | Foreign exchange loss decreased to $32,366 from $124,560 for the same period in 2023. |
| ● | Finance income (expenses) were $78,166 income compared with $15,415 expenses for the same period in 2023, mainly due to interest income from term deposits. |
| ● | Change in fair value of derivative warrants liabilities were $21,887,227 compared to $Nil for the same period in 2023 due to issuance of warrants on December 2023 and March 2024. |
| ● | Impairment loss was $5,601,167 compared to $Nil for the same period in 2023 due to impairment of our Sensera Device patent applications. |
The following provides an overview of the Company’s financial results for the three-month period ended September 30, 2024 and 2023:
Revenue
| ● | Revenues during the period were $101,619 as compared to $202,058 for the same period in 2023. This decrease is mainly a result of decreased revenues from software development in the amount of $99,903 |
| ● | Approximately 76% of our sales during the period and 82% of our sales for the same period in 2023 were to our largest customer and as a result, we are highly dependent on this customer to continue our operating activities. |
Cost of Revenue
| ● | Cost of revenues for the period amounted to $193,396 as compared to $129,973 for the same period in 2023. This increase is mainly a result of a $29,731 increase in subcontractors expense and a $33,341 increase in salaries and benefits. |
| ● | For the three-month period ended September 30, 2024, the Company’s gross margin was (90)%, as compared to 36% for the same period in 2023. |
General and Administrative Expenses, Depreciation, Consulting and Marketing, Share-based compensation, Research and Development and Professional Fees 306150
| ● | For the three-month period ended September 30, 2024, general and administrative expenses increased to $391,826 from $369,697 for the same period in 2023. |
| ● | Professional fees decreased to $318,239 from $1,037,833 for the same period in 2023, mainly due to a decrease in fees in the area of financial advisory, M&A and corporate finance. |
| ● | Consulting and marketing expenses increased to $330,671 from $122 for the same period in 2023 due to investment in branding of the Sensera device. |
| ● | Depreciation and amortization expenses decreased to $648 from $3,086 for the same period in 2023. |
| ● | Share-based compensation expenses increased to $115,959 from $77,148 for the same period in 2023 due to higher amounts of stock options and RSUs granted to officers and directors of the Company as well as consultants of the Company. |
| ● | Research and development expenses increased to $581,727 from $Nil for the same period in 2023 due to development of the Sensera Device. |
Other Income (Loss) items
| ● | Foreign exchange loss was $94,285 compared to a gain of $31,454 for the same period in 2023. |
| ● | Finance expenses increased to $5,631 from $3,154 for the same period in 2023. |
| ● | Change in fair value of derivative warrants liabilities were $2,113,160 compared to $Nil for the same period in 2023 due to issuance of warrants on December 2023 and March 2024. |
| ● | Impairment loss was $5,601,167compared to $Nil for the same period in 2023 due to impairment of our Sensera Device patent applications. |
| C. | SUMMARY OF QUARTERLY RESULTS |
| Three months ended | Revenues | Net Profit (loss) | Profit (loss) Per Share – basic and diluted | |||||||||
| September 30, 2024 | 101,619 | (5,418,470 | )* | (8.31 | ) | |||||||
| June 30, 2024 | 405,946 | 77,375 | 0.14 | |||||||||
| March 31, 2024 | 308,968 | (30,617,317 | )** | (1,149.03 | ) | |||||||
| December 31, 2023 | 205,121 | (15,167,579 | )*** | (1,271.21 | ) | |||||||
| September 30, 2023 | 202,058 | (1,439,785 | ) | (118.37 | ) | |||||||
| June 30, 2023 | 251,047 | (1,147,324 | ) | (97.75 | ) | |||||||
| March 31, 2023 | 420,635 | (740,433 | ) | (63.07 | ) | |||||||
| December 31, 2022 | 232,186 | (700,222 | ) | (59.82 | ) | |||||||
*Includes impairments of intangible assets in the amount of $5,601,167.
**Includes change in fair value of derivative warrants liabilities in the amount of $28,977,934.
***Includes impairments of intangible assets and asset under construction in the amount of $13,142,481.
For the last eight quarters, the Company has maintained steady levels of revenues from its CRM business with a pattern of higher revenues in the first quarter of each fiscal year due to higher software licenses paid at that time.
Losses increased starting in the second quarter of 2022 primarily due to higher general and administrative expenses as well as increasing professional fees incurred due to the Company’s NASDAQ listing. These expenses are mainly for investor relations and public relations expenses as well as digital marketing, professional fees for financial advisory, M&A and corporate finance, legal fees and accounting fees.
Loss for the fourth quarter of 2023 was significantly higher due to an impairment loss of $13,142,481, which includes full impairment of our investment in the planned cannabis growing facility and the intangible assets in our Initial Authorizations and our New Cannabis CRM Platform as well as partial impairment of our Sensera Device patent applications.
Loss for the first quarter of 2024 was significantly higher due to a change in fair value of derivative warrants liabilities in the amount of $28,977,934.
The Company considered indicators of impairment for the patent applications at September 30, 2024. The Company decided to impair the patent applications in the amount of $5,601,167 due to delays with the development and production of the Sensera device due to the war conditions in Israel. The forecasts for the revenue the Company anticipates generating from these patent applications are still valid but the expected income from the Sensera device is delayed.
The Company intends to consider indicators of impairment for the patents pending every quarter.
The Financial Statements have been prepared in accordance with IFRS. The MD&A should be read in conjunction with the Financial Statements.
The financial statements are presented in Canadian dollars. The functional currency of the Company is the NIS. NIS represents the main economic environment in which the Company operates.
| D. | LIQUIDITY AND CAPITAL RESOURCES |
As at September 30, 2024, the Company had a cash balance of $5,863,843 (December 31, 2023: $3,113,934).
| Item | Nine Month Period Ended September 30, 2024 (CAD$) | Nine Month Period Ended September 30, 2023 (CAD$) | ||||||
| Cash used in operating activities | (5,118,951 | ) | (2,733,932 | ) | ||||
| Cash used in investing activities | - | (428,186 | ) | |||||
| Cash provided by financing activities | 7,831,589 | 2,984,366 | ||||||
| Net increase (decrease) in cash | 2,712,638 | (177,752 | ) | |||||
| ● | The Company experienced negative cash flows from operating activities during the nine month period ended September 30, 2024 in the amount of $5,118,951, primarily due to its net loss of $35,958,412, partially offset by a $21,887,227 change in fair value of derivative warrants liabilities and $5,601,167 impairment loss. 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 July 19, 2023, the Company issued 1,733,334 Subordinate Voting Shares (537 Subordinate Voting Shares post reverse splits) at a price of US$1.50 per share following the closing of an underwritten U.S. public offering with gross proceeds to the Company of $3,424,201, before deducting underwriting discounts and other estimated expenses paid by the Company in the amount of $405,636, for net proceeds of $3,018,565. |
| ● | On December 21, 2023, the Company issued 2,884,616 Subordinate Voting Shares (893 Subordinate Voting Shares post reverse splits) at a price of US$0.52 per share following the closing of a registered direct public offering with gross proceeds to the Company of $1,996,650, before deducting underwriting discounts and other estimated expenses paid by the Company in the amount of $319,464, for net proceeds of $1,677,186. |
The offering was for the sale of 2,884,616 units (893 units post reverse splits), each consisting of one Subordinate Voting Share and one warrant to purchase one Subordinate Voting Share at an exercise price of US$0.52.
The Company has financial liabilities with the following maturities as at September 30, 2024:
| Contractual cash flows | ||||||||||||||||||||||||
| Up to 1 year | 1 to 2 years | 2 to 3 years | 3 to 4 years | 5 year and over | Total | |||||||||||||||||||
| Trade payables | $ | 306,389 | $ | - | $ | - | $ | - | $ | - | $ | 306,389 | ||||||||||||
| Long term loan and unpaid interest | 49,886 | - | - | - | - | 49,886 | ||||||||||||||||||
| $ | 356,275 | $ | - | $ | - | $ | - | $ | - | $ | 356,275 | |||||||||||||
On March 14, 2024, the Company announced the closing of a firm commitment underwritten U.S. public offering with gross proceeds to the Company of approximately US$7,000,000, before deducting underwriting discounts and other estimated expenses payable by the Company. The base offering consisted of 116,666,667 units (36,120 units post reverse splits), each consisting of one Subordinate Voting Share and three Subordinate Voting Share purchase warrants, at a price to the public of US$0.06 per unit. The Company intends to use the net proceeds from this offering primarily for product design and manufacturing of the Sensera Device, sales and marketing campaigns, patent prosecution and working capital.
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 September 30, 2024 and as of November 13, 2024 | 655,369 |
| Convertible Securities | Exercise Price | Expiry Date | ||||||||
| Stock Options | $ | 2,648.6 | March 29, 2026 | 46 | ||||||
| December 2023 Warrants | US$8.1782 | December 21, 2028 | 183,414 | |||||||
| Series A Warrants | US$8.1782 | September 14, 2026 | 7,546 | |||||||
| Series B Warrants | US$8.1782 | March 14, 2029 | 3,312,582 | |||||||
| Fully Diluted Share Capital | 4,158,957 | |||||||||
Enhanced Voting Preference Shares
| Issued & Outstanding as at September 30, 2024 and as of November 13, 2024 | 4,412 |
TRANSACTIONS WITH RELATED PARTIES
During the nine-month period ended September 30, 2024, the Company paid management, consulting and director fees in the aggregate amount of $1,741,040 to its President (Mr. Maram), CEO (Mr. Ben Yaackov), CFO (Mr. Kabazo), CTO (Mr. Tal) and three directors (Mr. Zigdon, Mr. Wolkin and Mrs. Szabo). During the same period in 2023 the Company paid $949,177 to its President (Mr. Maram), CEO (Mr. Ben Yaackov), CFO (Mr. Kabazo), CTO (Mr. Tal) and two directors (Mr. Wolkin and Mrs. Szabo).
As at September 30, 2024, $840 was owed from a shareholder of the Company (Miss Dalia Bzizinsky) (December 31, 2023– $843).
As at September 30, 2024, $247,625 was owed to directors of the Company for management, consulting and director fees (Mr. Ben Yaackov, Mr. Kabazo, Mr. Wolkin, Mr. Tal and Mrs. Szabo) (December 31, 2023– $450,048).
On January 10, 2024, the Company granted 127 RSUs to five directors of the Company (Mr. Kabazo, Mr. Wolkin, Mr. Shirazi, Mr. Ben Yaackov and Mrs. Szabo), the RSUs will vest over 4 months.
On April 8, 2024, the Company granted RSUs to the following Directors:
Mr. Ben Yaackov – 11,765 RSUs
Mr. Kabazo – 11,765 RSUs
Mr. Wolkin – 8,824 RSUs
Mr. Shirazi – 882 RSUs
Mr. Tal – 11,176 RSUs
Mrs Szabo – 5,882 RSUs
Miss Bzizinsky – 882 RSUs
Mr. Maram – 1,176 RSUs
Mr. Zigdon – 11,176 RSUs
On June 10, 2024, the Company granted RSUs to the following Directors:
Mr. Ben Yaackov – 61,090 RSUs
Mr. Kabazo – 5,882 RSUs
Mr. Wolkin – 5,882 RSUs
On January 10, 2024, the Company cancelled 565,000 stock options (173 stock options post reverse splits) that were previously granted to 4 directors (Mr. Wolkin, Mr. Kabazo, Mr. Shirazi and Mrs. Szabo) of the Company.
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 September 30, 2024 the Company had $6,130,572 in current assets and $672,993 in current liabilities resulting in a working capital of $5,457,579.
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 September 30, 2024, consisting of cash in the sum of $5,722,008. As of September 30, 2024, a 5% depreciation or appreciation of the U.S. dollar against the NIS would have resulted in an approximate $286,100 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 September 30, 2024 for the next 5 years and over is $650,183. To secure the additional capital necessary to pursue its plans, the Company may have to raise additional funds through equity or debt financing.
Limited Financial Resources Risk
The Company’s board of directors has currently suspended plans to develop its planned cannabis growing facility. The Company has limited financial resources and operating revenues and its ability to move forward with plans to develop the cannabis growing facility, if the Company’s board of directors takes such decision, are dependent upon management’s success in raising additional capital. Failure to obtain additional financing could result in the further delay or indefinite postponement of the development of its planned cannabis growing facility and the Company would likely be unable to carry out its stated business objectives involving the cannabis facility.
While the Company has been successful until now in obtaining financing from the capital markets, there can be no assurance that the capital markets will remain favorable in the future, and/or that the Company will be able to raise the financing needed to pursue its business objectives on favorable terms, or at all. Restrictions on the Company’s ability to finance could have a materially adverse outcome on the Company and its securities, and its ability to continue as a going concern.
Market Risk
The Company’s Subordinate Voting shares trade on the NASDAQ and the trading value thereof is determined by the evaluations, perceptions and sentiments of both individual investors and the investment community taken as a whole. Such evaluations, perceptions and sentiments are subject to change, both in short-term time horizons and longer-term time horizons. An adverse change in investor evaluations, perceptions and sentiments could have a material adverse outcome on the Company and its securities.
Business Risks relating to our CRM 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 proposed Cannabis Business
The Company has suspended its activity regarding the construction of a medical cannabis farm. See “Medical Cannabis Business”. If the Company decides to renew this project, the following risk factors will have to be taken under consideration:
| ● | The Company does not yet have sufficient financial resources to complete construction of the medical cannabis facility and there is no guarantee that we will be able to raise the necessary capital, either through debt or equity financing, or in either case, on favorable terms. |
| ● | Our cannabis facility business will be dependent on our obtaining certain licences and certain GSP and GAP good practice certifications, which if not maintained in good standing, may prevent us from being able to carry on or expand our operations. |
| ● | We will face risks inherent in an agricultural business, and an inability to grow crops successfully will interrupt our business activities. |
| ● | We will be relying on one key production facility, and disruption of operations at this facility could significantly interfere with our ability to continue our product testing, development and production activities. |
| ● | We will rely on key components of our production and distribution process, such as energy and third-party producers and distributors, and a disruption in the availability of those key components, or in increase in their cost, could adversely impact our business. |
| ● | Manufacturing difficulties, disruptions or delays could limit supply of our products and limit our product sales. Producing cannabis products is difficult, complex and highly regulated. |
| ● | We are subject to environmental, health and safety regulations and risks, which may subject us to liability under environmental laws. |
| ● | We are dependent on the success of our quality control systems, which may fail and cause a disruption of our business and operations. |
| ● | The success of our branded cannabis products business will depend on the success of the cannabis product candidates we develop. To date, we have not developed any cannabis products, and we do not expect to generate revenue from any cannabis products that we develop in the near future. |
| ● | Unfavorable publicity or unfavorable consumer perception of us or cannabis generally may constrain our sales and revenue. |
Business Risks relating to our Sensera Device
| ● | We have never generated any revenue from product sales and this part of our business may never be profitable. |
| ● | Our Sensera device may contain errors or defects, which could result in damage to our reputation, lost revenues, diverted development resources and increased service costs, warranty claims and litigation. |
| ● | The complex nature of the Sensera device increases the likelihood that our products will contain defects. |
| ● | Our Sensera device contains potentially controlled substances, the use of which may generate public controversy. |
| ● | 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 recent attack by Hamas and other terrorist organizations from the Gaza Strip and Israel’s war against them, may adversely affect our operations and limit our ability to manage and market our products, which would lead to a decrease in revenues.
Because most of our operations are conducted in Israel and most of the members of our board of directors, management, as well as a majority of our employees and consultants, including employees of our service providers, are located in Israel, our business and operations are directly affected by economic, political, geopolitical and military conditions affecting Israel. Since the establishment of the State of Israel in 1948, a number of armed conflicts have occurred between Israel and its neighboring countries and other hostile non-state actors. These conflicts have involved missile strikes, hostile infiltrations and terrorism against civilian targets in various parts of Israel, which have negatively affected business conditions in Israel.
On October 7, 2023, Hamas militants and members of other terrorist organizations infiltrated Israel’s southern border from the Gaza Strip and conducted a series of terror attacks on civilian and military targets. Thereafter, these terrorists launched extensive rocket attacks on Israeli population and industrial centers located along the Israeli border with the Gaza Strip. As of the date of this MD&A, such attacks collectively resulted in over 1,200 deaths and over 2,600 injured people, in addition to the kidnapping of 101 civilians, including women and children. Shortly following the attack, Israel’s security cabinet declared war against Hamas.
The intensity and duration of Israel’s current war against Hamas is difficult to predict, and as are such war’s economic implications on the Company’s business and operations and on Israel’s economy in general. On October 9, 2023, the Central Bank of Israel announced its intent to sell up to $30 billion USD in order to protect the New Israeli Shekel (“NIS”) from collapse, however despite the foregoing announcement the NIS weakened to approximately 3.92 NIS for one US dollar as of the same day. In addition, on October 9, 2023, the Tel Aviv-35 stock index of blue-chip companies dropped by 6.4% whereas the benchmark TA-125 index fell by 6.2%. These events may imply wider macroeconomic indications of a deterioration of Israel’s economic standing, which may have a material adverse effect on the Company and its ability to effectively conduct is business, operations and affairs.
It is possible that other terrorist organizations will join the hostilities as well, including Hezbollah in Lebanon, and Palestinian military organizations in the West Bank. Our facilities are not only within the range of rockets from the Gaza Strip, but also within the range of rockets that can be fired from Lebanon, Syria or elsewhere in the Middle East. In the event that our facilities are damaged as a result of hostile action or hostilities otherwise disrupt the ongoing operation of our facilities, our ability to deliver products to customers in a timely manner to meet our contractual obligations with customers and vendors could be materially and adversely affected.
Our commercial insurance does not cover losses that may occur as a result of events associated with war and terrorism. Although the Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that this government coverage will be maintained or that it will sufficiently cover our potential damages. Any losses or damages incurred by us could have a material adverse effect on our business.
As a result of the Israeli security cabinet’s decision to declare war against Hamas, several hundred thousand Israeli reservists were drafted to perform immediate military service. Certain of our employees and consultants in Israel, in addition to employees of our service providers located in Israel, have been called for service in the current war with Hamas as of the date of this MD&A, and such persons may be absent for an extended period of time. As a result, our operations may be disrupted by such absences, which may materially and adversely affect our business and results of our operations. Additionally, the absence of employees of our Israeli suppliers and contract manufacturers due to their military service in the current war or future wars or other armed conflicts may disrupt their operations, in which event our ability to deliver products to customers may be materially and adversely affected.
In addition, popular uprisings in various countries in the Middle East and North Africa have affected the political stability of those countries. Such instability may lead to a deterioration in the political and trade relationships that exist between the State of Israel and these countries. Moreover, some countries around the world restrict doing business with Israel and Israeli companies, and additional countries may impose restrictions on doing business with Israel and Israeli companies if hostilities in Israel or political instability in the region continues or increases. These restrictions may limit materially our ability to obtain raw materials from these countries or sell our products to companies and customers in these countries. In addition, there have been increased efforts by activists to cause companies and consumers to boycott Israeli goods. Such efforts, particularly if they become more widespread, may materially and adversely impact our ability to sell our products outside of Israel.
Prior to the Hamas attack in October 2023, the Israeli government pursued extensive changes to Israel’s judicial system, which sparked extensive political debate and unrest. In response to such initiative, many individuals, organizations and institutions, both within and outside of Israel, have voiced concerns that the proposed changes may negatively impact the business environment in Israel including due to reluctance of foreign investors to invest or transact business in Israel as well as to increased currency fluctuations, downgrades in credit rating, increased interest rates, increased volatility in security markets, and other changes in macroeconomic conditions. The risk of such negative developments has increased in light of the recent Hamas attacks and the war against Hamas declared by Israel. To the extent that any of these negative developments do occur, they may have an adverse effect on our business, our results of operations and our ability to raise additional funds, if deemed necessary by our management and board of directors.
The company wishes to clarify that as of October 2023, due to the continuing war status that broke out in the Gaza Strip and the difficult security situation in northern Israel, the timetables of the Company’s various projects have been significantly delayed, due to reserve recruitment of employees, consultants and key employees of service providers, various shutdowns in the Israeli economy, a significant delay in shipments from Israel abroad and from abroad to Israel, the cessation of activity of various government institutions for many months. It was also decided to suspend the construction of the planned medical cannabis farm due, in part, to the proximity of the area designated for cultivation to the Gaza Strip.
The company does not know how long the delays will occur and whether it will be possible to return to full regular activity, and therefore, there has been a delay in the timetables for the development and production of the Sensera Device and it is not possible to estimate the exact time when it will be possible to return to full activity.
The Company cautiously assesses that if there is no further deterioration in security, it will be possible to return to full operations and launch the product in the first quarter of 2025.
In light of all of the above, there will be a significant delay in generating cash flow and income from the Company’s operations in 2024.
OTHER MATTERS
Legal Proceedings
There are no ongoing legal proceedings of any kind initiated by the Company or by third parties against the Company.
Contingent Liabilities
At the date of this MD&A, management was unaware of any outstanding contingent liability relating to the Company’s activities.
Disclosure Controls and Procedures
The Company’s directors and officers are responsible for designing internal controls over financial reporting in order to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with IFRS. The design of the Company’s internal control over financial reporting was assessed as of the date of this MD&A.
Based on this assessment, it was determined that certain weaknesses existed in internal controls over financial reporting. As indicative of many small companies, the lack of segregation of duties and effective risk assessment were identified as areas where weaknesses existed. The existence of these weaknesses is to be compensated for by senior management monitoring, which exists. The officers will continue to monitor very closely all financial activities of the Company and increase the level of supervision in key areas. It is important to note that this issue would also require the Company to hire additional staff in order to provide greater segregation of duties. Since the increased costs of such hiring could threaten the Company’s financial viability, management has chosen to disclose the potential risk in its filings and proceed with increased staffing only when the budgets and work load will enable the action.
The Company has attempted to mitigate these weaknesses, through a combination of extensive and detailed review by the Company’s directors and officers, of the financial reports, the integrity and reputation of accounting personnel, and candid discussion of those risks.
DISCLAIMER
The information provided in this document is not intended to be a comprehensive review of all matters concerning the Company. The users of this information, including but not limited to investors and prospective investors, should read it in conjunction with all other disclosure documents provided by the Company from time to time.
No securities commission or regulatory authority has reviewed the accuracy or adequacy of the information presented herein.
APPROVAL
The Company’s board of directors oversees management’s responsibility for financial reporting and internal control systems through the Company’s audit committee. This committee meets periodically with management and annually with the independent auditors to review the scope and results of the annual audit and to review the financial statements and related financial reporting and internal control matters before the financial statements are approved by the board of directors and submitted to the shareholders of the Company. The Board of Directors of the Company has approved the Financial Statements and the disclosure contained in this MD&A.
Exhibit 99.3
Form 52-109F2
Certification of Interim Filings
Full Certificate
I, Yftah Ben Yaackov, Chief Executive Officer of Femto 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 September 30, 2024. |
| 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. |
| 4. | Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer. |
| 5. | Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings |
| (a) | designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that |
| (i) | material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and | |
| (ii) | information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
| (b) | designed ICFR, or caused it to be designed under our supervision, 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. |
| 5.1 | Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework (2013) published by the Committee of Sponsoring Organization of the Treadway Commission (“COSO”). |
| 1 |
| 5.2 | ICFR – material weakness relating to design: The issuer has disclosed in its interim MD&A for each material weakness relating to design existing at the end of the interim period |
| (a) | a description of the material weakness; | |
| (b) | the impact of the material weakness on the issuer’s financial reporting and its ICFR; and | |
| (c) | the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness. |
| 5.3 | Limitation on scope of design: N/A |
| 6. | Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2024 and ended on September 30, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
Date: November 13, 2024
| “Yftah Ben Yaackov” | |
| Yftah Ben Yaackov | |
| Chief Executive Officer |
| 2 |
Exhibit 99.4
Form 52-109F2
Certification of Interim Filings
Full Certificate
I, Gabi Kabazo, Chief Financial Officer of Femto Technologies Inc., certify the following:
| 1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Femto Technologies Inc. (the “issuer”) for the interim period ended September 30, 2024. |
| 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. |
| 4. | Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer. |
| 5. | Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings |
| (a) | designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that |
| (i) | material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and | |
| (ii) | information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
| (b) | designed ICFR, or caused it to be designed under our supervision, 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. |
| 5.1 | Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework (2013) published by the Committee of Sponsoring Organization of the Treadway Commission (“COSO”). |
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| 5.2 | ICFR – material weakness relating to design: The issuer has disclosed in its interim MD&A for each material weakness relating to design existing at the end of the interim period |
| (a) | a description of the material weakness; | |
| (b) | the impact of the material weakness on the issuer’s financial reporting and its ICFR; and | |
| (c) | the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness. |
| 5.3 | Limitation on scope of design: N/A |
| 6. | Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2024 and ended on September 30, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
Date: November 13, 2024
| “Gabi Kabazo” | |
| Gabi Kabazo | |
| Chief Financial Officer |
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