Altium Capital Management LLC and affiliated Altium entities jointly report beneficial ownership of 6,576 shares of Femto Technologies Inc common stock, equal to 0.22% of the class based on the issuer's reported share count. The reported shares are issuable upon conversion of Series A Warrants, and the filing notes a Warrant Blocker that prevents exercise to the extent post‑exercise ownership would exceed 4.99% of outstanding common stock. The statement explains the position arises from a securities purchase agreement and includes a certification that the securities were not acquired to influence control of the issuer.
Positive
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Negative
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Insights
TL;DR Altium reports a small warrant-based position of 6,576 shares (0.22%), constrained by a 4.99% exercise blocker.
The filing discloses 6,576 shares issuable on conversion of Series A Warrants and states the 0.22% stake is calculated using the issuer's reported base of 2,926,526 shares. Because the reported position arises from warrants and is subject to a contractual Warrant Blocker limiting exercise above 4.99%, the immediate dilutive and voting impact is minimal. The disclosure is routine and clarifies ownership mechanics rather than signaling a material stake or control intent.
The reporting persons filed jointly and include a signed certification asserting the securities were not acquired to change or influence control. The presence of a Warrant Blocker that prevents exercise beyond 4.99% and the explicit statement that the Fund is the record/direct beneficial owner of the warrants both limit the likelihood that these holdings would create governance influence. This filing primarily provides transparency about potential conversion economics and ownership attribution among related Altium entities.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Femto Technologies Inc
(Name of Issuer)
Common Stock
(Title of Class of Securities)
31447N303
(CUSIP Number)
06/30/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
31447N303
1
Names of Reporting Persons
Altium Capital Management LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,576.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,576.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,576.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.22 %
12
Type of Reporting Person (See Instructions)
IA, PN
Comment for Type of Reporting Person: See Item 4 for a description of the information reported in rows (6), (8), (9) and (11).
SCHEDULE 13G
CUSIP No.
31447N303
1
Names of Reporting Persons
Altium Healthcare Long Short Onshore Fund LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,576.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,576.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,576.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.22 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: See Item 4 for a description of the information reported in rows (6), (8), (9) and (11).
SCHEDULE 13G
CUSIP No.
31447N303
1
Names of Reporting Persons
Altium Healthcare Long Short GP LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,576.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,576.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,576.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.22 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: See Item 4 for a description of the information reported in rows (6), (8), (9) and (11).
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Femto Technologies Inc
(b)
Address of issuer's principal executive offices:
2264E 11TH AVENUE, VANCOUVER, British Columbia, Canada, V5N1Z6
Item 2.
(a)
Name of person filing:
This statement is jointly filed by and on behalf of each of Altium Healthcare Long Short Onshore Fund LP (the "Fund"), Altium Capital Management LLC, and Altium Healthcare Long Short GP LLC. The Fund is the record and direct beneficial owner of the securities covered by this statement. Altium Capital Management LLC is the investment adviser of, and may be deemed to beneficially own securities, owned by the Fund. Altium Healthcare Long Short GP LLC is the general partner of, and may be deemed to beneficially own securities, owned by the Fund. Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement. Each of the Reporting Persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each of the reporting persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the reporting persons is 152 West 57th Street, FL 20, New York, NY 10019.
(c)
Citizenship:
See Item 4 on the cover page(s) hereto.
(d)
Title of class of securities:
Common Stock
(e)
CUSIP No.:
31447N303
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Pursuant to the terms of the securities purchase agreement entered into between the Fund and the Issuer, the Fund purchased Series A Warrants (the "Series A Warrants"). The Reporting Persons are subject to a blocker (the " Warrant Blocker") and as a result cannot exercise the Series A Warrants to the extent the Reporting Persons would beneficially own, after any such conversion or exercise, more than 4.99% of the outstanding shares of Common Stock. However, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full conversion and exercise of such Series A Warrants and does not give effect to the Warrant Blocker. Therefore, the actual number of shares of Common Stock beneficially owned by each such Reporting Person, after giving effect to such Warrant Blocker, is less than the number of securities reported in rows (6), (8) and (9).The securities reported in rows (6), (8) and (9) of each Cover Page are inclusive of the following: 6,576 shares of Common Stock issuable upon conversion of Series A Warrants. The percentage set forth on Row (11) of the cover page for the reporting person is based on 2,926,526 Common Stock as of December 31, 2024, based on the Issuer's Amendment No. 1 to Form 20-F filed with the Securities and Exchange Commission on May 2, 2025.
(b)
Percent of class:
0.22 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See responses to Item 5 on each cover page.
(ii) Shared power to vote or to direct the vote:
See responses to Item 6 on each cover page.
(iii) Sole power to dispose or to direct the disposition of:
See responses to Item 7 on each cover page.
(iv) Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each cover page.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Altium Capital Management LLC
Signature:
Jacob Gottlieb
Name/Title:
CEO
Date:
08/14/2025
Altium Healthcare Long Short Onshore Fund LP
Signature:
Jacob Gottlieb
Name/Title:
Managing Member of Altium Healthcare Long Short GP LLC
Who filed the Schedule 13G/A for Femto Technologies (BCAN)?
The statement was jointly filed by Altium Healthcare Long Short Onshore Fund LP, Altium Capital Management LLC, and Altium Healthcare Long Short GP LLC.
How many shares does Altium report for BCAN and what percent of the class is that?
The filing reports 6,576 shares issuable upon conversion of Series A Warrants, representing 0.22% of the outstanding common stock based on the issuer's reported share base.
Are there restrictions on exercising the Series A Warrants reported in the filing?
Yes. A contractual Warrant Blocker prevents exercise to the extent that exercise would cause beneficial ownership to exceed 4.99% of the issuer's common stock.
Who legally owns the securities and what roles do the Altium entities have?
The Fund is the record and direct beneficial owner of the securities; Altium Capital Management LLC is the investment adviser and Altium Healthcare Long Short GP LLC is the general partner, and they filed the statement jointly.
Does the filing state the securities were acquired to influence control of Femto Technologies (BCAN)?
No. The filing includes a certification stating the securities were not acquired and are not held for the purpose of changing or influencing control of the issuer.
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