[6-K] Femto Technologies Inc. Common Stock Current Report (Foreign Issuer)

Rhea-AI Filing Summary

The Bank of Nova Scotia (NYSE:BNS) is offering $20.077 million of senior unsecured Autocallable Contingent Coupon Trigger Notes linked to the common stock of NVIDIA Corporation (NVDA). The notes price on 8 July 2025 (T+3 settlement) and mature on 6 August 2026, unless automatically called earlier.

Key economics

• Principal: $1,000 per note
• Initial NVDA price: $157.25 (NYSE close 2 Jul 2025)
• Monthly contingent coupon: 1.0959% (≈13.15% p.a.) paid only if NVDA ≥ 60% of the initial price on the relevant observation date.
• Coupon / trigger barrier: 60% of initial price ($94.35)
• Automatic call: If NVDA ≥ initial price on any monthly observation from Jan-Jul 2026, investors receive $1,000 plus the coupon; no further payments accrue.
• Redemption at maturity (if not called):
  • NVDA ≥ 60% of initial price – receive $1,000 + final coupon.
  • NVDA < 60% of initial price – receive physical delivery of NVDA shares equal to $1,000/initial price (≈6.3596 shares), worth less than $600 at the trigger level; no coupon paid.

Pricing & fees

• Issue price: 100% of face; initial estimated value: 97.981%.
• Underwriting commissions: 2.15% (dealer concession 1.50% + 0.65% structuring fee).
• Net proceeds to BNS: 97.85% of face.

Risk highlights

• Principal at risk: investors may lose up to 100% if NVDA closes <60% of initial price on final valuation date.
• Coupon not guaranteed: paid only when the barrier is respected; extended periods without payment possible.
• No upside participation: return capped at cumulative coupons; any NVDA appreciation beyond par benefits only to the extent of early call.
• Credit exposure: payments rely solely on The Bank of Nova Scotia; notes are senior but unsecured, not CDIC or FDIC insured.
• Liquidity: notes are unlisted; secondary trading is at brokers’ discretion and may reflect a bid–ask discount plus hedging costs.
• Conflict & valuation: initial value below issue price due to internal funding rate and fees; affiliates act as calculation agent, hedging counter-party and market-maker.

Investor profile

The structure suits investors who (1) are moderately bullish or neutral on NVDA over the next 13 months, (2) can tolerate full downside risk in exchange for double-digit coupon potential, (3) accept early redemption risk and lack of dividends, and (4) are comfortable with BNS credit exposure.

Positive

• Double-digit coupon potential: 13.15% annualised contingent income if NVDA stays above the 60% barrier.
• Short 13-month maximum tenor: limits exposure duration and enhances annualised yield metrics.
• Early call feature: investors may receive par plus coupon as early as January 2026 if NVDA recovers to initial price.

Negative

• Full principal risk below 60% barrier: investors receive depreciated NVDA shares and may lose up to 100% of capital.
• Coupons not guaranteed: any month NVDA closes below 60% results in zero income for that period.
• No upside participation: returns capped at coupons; strong NVDA rally benefits the issuer via early call.
• Initial value discount: 97.981% vs. 100% issue price highlights embedded fees and hedging costs.
• Liquidity & valuation risk: unlisted note, dealer market-making discretionary; secondary prices may be well below theoretical value.
• Credit exposure: payment dependent on The Bank of Nova Scotia’s solvency; note is unsecured and uninsured.

Insights

Structured-Products Analyst

TL;DR High coupon but high tail-risk: pays 13.15% p.a. only if NVDA stays ≥60%; downside converts to NVDA shares, exposing investors to full equity loss.

The note offers attractive headline income relative to short tenor, yet its risk/return is asymmetric. The 60% barrier provides limited buffer given NVDA’s historical 40–50% annualised volatility; a single event-driven sell-off could breach the trigger. Automatic call likely if NVDA rallies, which truncates coupons and forces reinvestment at lower yields. Initial value (97.981%) indicates roughly 2 points of embedded fees; secondary liquidity will trade at a discount once the additional amount amortises. For BNS, not financially material; proceeds augment funding mix. For investors, impact hinges on near-term NVDA stability and appetite for credit-linked exposure. Overall assessment: neutral to slightly negative.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 6-K

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REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

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For the month of July 2025

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Commission File Number: 001-41408

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FEMTO TECHNOLOGIES INC.

(Translation of registrant&rsquo;s name into English)

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7000 Akko Road

Kiryat Motzkin

Israel

(Address of principal executive offices)

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

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Form 20-F ☒ Form 40-F ☐

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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): _____

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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): _____

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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.

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Yes ☐ No ☒

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

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On July 7, 2025, Femto Technologies Inc. (the &ldquo;Company&rdquo;) issued a press release. A copy of the press release is attached hereto and incorporated herein.

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EXHIBIT INDEX

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Exhibit No.	 	Description of Exhibit
 	 	 
99.1	 	Press Release dated July 7, 2025

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SIGNATURES

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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.

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July 7, 2025

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

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FAQ

What coupon does the BNS NVDA-linked note pay?

A contingent 1.0959% monthly coupon (≈13.15% p.a.) but only when NVIDIA’s closing price is ≥60 % of the initial $157.25.

When can the note be automatically called?

On any monthly observation between January and July 2026 if NVDA’s close is ≥ the $157.25 initial price.

What happens at maturity if NVDA is below the 60% trigger price?

Investors receive ≈6.3596 NVDA shares per $1,000 note (cash for fractions), exposing them to all further downside and forfeiting the coupon.

Is the principal protected on this structured note?

No. Principal is at full risk. A sub-60% final price results in delivery of depreciated shares worth less than $600 at the trigger level.

How does the note’s initial estimated value compare to the issue price?

BNS estimates the fair value at $979.81 per $1,000, about 2.0 % below the 100% issue price due to fees and funding spread.

Will the note be listed on an exchange?

No. The securities are not exchange-listed; any liquidity will depend on dealer market-making, which is not guaranteed.