STOCK TITAN

Femto Technologies (FMTOF) swings to H1 loss after prior warrant-driven profit

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Femto Technologies Inc. (FMTOF) reported unaudited IFRS interim results for the six months ended June 30, 2026. Revenue was $488,405, up from $407,921 a year earlier, but the company recorded a net loss of $1,749,549 compared with prior-period profit of $21,106,751, which had been driven mainly by large non-cash warrant revaluation gains.

Cash and cash equivalents totaled $13,002,242 and working capital was $12,052,688, against total liabilities of $1,530,607, and shareholders’ equity of $33,832,972. Management states this liquidity is expected to cover planned expenditures and obligations for the foreseeable future, despite an accumulated deficit of $61,729,681.

The company invested in a 40% equity method stake in Gilad R.G. to strengthen software services, issuing 169,811 shares and committing US$1,250,000 in cash; US$750,000 remains payable. Intangible assets related to the Sensera device patents remained at $19,800,767 after a prior-year impairment. Management highlights that approximately 78% of revenue comes from a single customer and discloses significant regional geopolitical uncertainty from “The Lion’s Roar Operation” in Israel, noting its ultimate financial impact is currently unclear.

Positive

  • Company holds $13,002,242 in cash and $12,052,688 in working capital against total liabilities of only $1,530,607, providing a substantial net cash position and stated capacity to fund planned operations for the foreseeable future.
  • Revenue for the six months ended June 30, 2026 increased to $488,405 from $407,921 year over year, reflecting roughly 20% topline growth primarily from software development and related services.

Negative

  • Results swung from profit of $21,106,751 in the prior-year period to a net loss of $1,749,549 for the six months ended June 30, 2026 as large prior non-cash warrant revaluation gains did not recur.
  • Revenue concentration is high, with 78% of revenues for the six months ended June 30, 2026 derived from a single customer, increasing dependency risk.
  • Operations are based in Israel, and management notes significant uncertainty about the financial impact of the regional conflict described as “The Lion’s Roar Operation,” despite a currently announced ceasefire.

Filing Explained

Existing holders face a larger share count, while the completed Gilad deal includes staged payment obligations.

The Gilad acquisition closed on March 30, 2026, leaving Femto with a 40% equity interest and 169,811 payment shares issued.

The issued payment shares increased subordinate voting shares from 861,111 at January 1 to 1,037,774 at June 30, 2026; issuing additional shares reduces an existing holder’s percentage ownership absent offsetting changes.

Cash and cash equivalents were $13,002,242 at June 30, 2026, versus $15,231,108 at December 31, 2025, while operating activities used $1,898,279 during the six months.

The filing accounts for the 40% Gilad interest under the equity method after management determined that Femto has significant influence.

Revenue (six months) $488,405 Revenue for the six months ended June 30, 2026 versus $407,921 in 2025
Net income (loss) $(1,749,549) Net loss for the six months ended June 30, 2026 versus profit of $21,106,751 in 2025
Cash and cash equivalents $13,002,242 Balance as of June 30, 2026
Total liabilities $1,530,607 Total liabilities as of June 30, 2026
Shareholders’ equity $33,832,972 Shareholders’ equity as of June 30, 2026
Accumulated deficit $61,729,681 Accumulated deficit as of June 30, 2026
Shares outstanding 1,037,774 Subordinate voting shares issued and outstanding as of June 30, 2026
Revenue concentration 78% Portion of total revenues from one customer for the six months ended June 30, 2026
equity method investment financial
"Management has determined that it has significant influence over Gilad and accordingly accounts for its investment under the equity method."
An equity method investment is an accounting way to report ownership in another company when an investor has significant influence (commonly around 20–50% of voting rights). Instead of listing the other company’s full assets and debts, the investor records its share of that company’s profits or losses on its own income statement—like keeping track of your share of a neighborhood bakery’s monthly earnings. Investors care because those shared profits, losses and changes in the investee’s value directly affect the investor’s reported earnings and balance sheet, so this method can materially change a company’s financial picture and valuation.
reverse stock split financial
"the Company announced a one (1) for five hundreds (500) reverse stock split of its outstanding subordinate voting shares"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
fair value through profit and loss financial
"financial instruments classified as fair value through profit and loss (“FVTPL”) and assets or liabilities for employee benefits"
deferred revenue financial
"Deferred revenue represents contract liabilities for customer payments received related to services yet to be provided"
Cash a company has already received for goods or services it has promised but not yet delivered; it's recorded as a liability because the company still owes that product, service, or future revenue recognition. For investors, deferred revenue signals upcoming work or deliveries that will convert into reported sales over time and affects short-term obligations, cash flow quality, and how quickly a firm can grow recognized revenue—think of it like prepaid subscriptions or gift cards a business must honor later.
Venture Issuer Basic Certificate regulatory
"Form 52-109FV2 Certification of Interim Filings Venture Issuer Basic Certificate I, Yftah Ben Yaackov"
going concern financial
"Nature of operations and going concern (Note 1)"
Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.

FAQ

How did Femto Technologies (FMTOF) perform financially for the six months ended June 30, 2026?

Femto Technologies reported a net loss of $1,749,549 on revenue of $488,405 for the six months ended June 30, 2026. This compares with a prior-year profit of $21,106,751, which was largely driven by non-recurring warrant revaluation gains.

What is Femto Technologies’ (FMTOF) liquidity position as of June 30, 2026?

As of June 30, 2026, Femto held $13,002,242 in cash and cash equivalents and $12,052,688 in working capital. Total liabilities were $1,530,607, and management believes this liquidity is sufficient to meet planned expenditures and obligations for the foreseeable future.

How concentrated is Femto Technologies’ (FMTOF) revenue base?

For the six months ended June 30, 2026, approximately 78% of Femto’s revenue came from a single customer. This compares with 64% in the prior-year period, highlighting a significant and increasing customer concentration risk in the company’s revenue base.

What new investment did Femto Technologies (FMTOF) make in Gilad R.G. in 2026?

On March 30, 2026, Femto acquired a 40% equity interest in Gilad R.G. via cash commitments totaling US$1,250,000 and issuance of 169,811 shares. As of June 30, 2026, US$750,000 of the cash consideration remains payable under the agreed installment structure.

Does Femto Technologies (FMTOF) face going concern issues according to management?

Management reports a net loss and negative operating cash flow for the six months ended June 30, 2026 but states that cash of $13,002,242 and working capital of $12,052,688 are expected to be sufficient to meet obligations and planned expenditures for the foreseeable future.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the month of August 2026

 

Commission File Number: 001-41408

 

FEMTO TECHNOLOGIES INC.

(Translation of registrant’s name into English)

 

7000 Akko Road

Kiryat Motzkin

Israel

(Address of principal executive offices)

 

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

 

Form 20-F ☒ Form 40-F ☐

 

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

 

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

 

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

 

Yes ☐ No ☒

 

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

 

 

 

 

 

 

On August 17, 2026, Femto Technologies Inc. (the “Company”) issued its unaudited consolidated financial statements and the related management discussion and analysis for the quarter ended June 30, 2026, in accordance with the rules and regulations of the British Columbia Securities Commission.

 

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

 

EXHIBIT INDEX

 

Exhibit No.   Description of Exhibit
     
99.1   Consolidated Financial Statements for the six months ended June 30, 2026
99.2   Management Discussion and Analysis
99.3   Certification of Interim Filings — CEO
99.4   Certification of Interim Filings — CFO

 

2

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

August 17, 2026

 

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

 

3

 

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Exhibit 99.1

 

FEMTO TECHNOLOGIES INC.

 

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

 

FOR THE SIX MONTHS ENDED JUNE 30, 2026

 

(EXPRESSED IN CANADIAN DOLLARS)

 

(UNAUDITED)

 

-1-

 

 

NOTICE TO READER

 

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

 

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

 

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

 

August 17, 2026

 

-2-

 

 

FEMTO TECHNOLOGIES INC.

Consolidated Interim Statements of the Financial Position

(Expressed in Canadian dollars)

(Unaudited)

 

 

As at  Notes  June 30, 2026   December 31, 2025 
Assets             
Cash and cash equivalents     $13,002,242   $15,231,108 
Trade receivables      115,708    105,911 
Other receivables  3   154,507    528,991 
Inventory      169,649    163,414 
Prepaid expenses      92,203    40,082 
Total Current Assets      13,534,309    16,069,506 
              
Equity method investment  4   2,024,925    - 
Intangible assets  5   19,800,767    19,800,767 
Property and equipment      3,578    2,805 
Total Assets     $35,363,579   $35,873,078 
              
Liabilities and Shareholders’ Equity             
Liabilities             
Trade payables and accrued liabilities  6  $131,305   $317,537 
Related Parties  7   151,910    113,892 
Deferred revenue  9   95,354    145,404 
Other payables  5   1,065,750    - 
Enhanced voting preference shares      37,302    35,979 
Derivative for settlement agreement      -    191,884 
Total Current Liabilities      1,481,621    804,696 
Derivative warrants liabilities      6,015    5,802 
Liabilities for employee benefits      42,971    62,212 
Total Liabilities     $1,530,607   $872,710 
Shareholders’ equity             
Share capital  8  $94,560,825   $94,159,660 
Share-based payment reserve      906,164    1,096,335 
Translation differences reserve      (8,492)   (350,710)
Capital reserve for re-measurement of defined benefit plan      104,156    75,215 
Accumulated Deficit      (61,729,681)   (59,980,132)
Total Shareholders’ equity     $33,832,972   $35,000,368 
Total Liabilities and Shareholders’ Equity     $35,363,579   $35,873,078 

 

Nature of operations and going concern (Note 1)

 

These condensed consolidated interim financial statements were approved for issue by the Board of Directors on August 17, 2026 and signed on its behalf by:

 

“Yftah Ben Yaackov”   “Gabi Kabazo”
Director   Director

 

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

 

-3-

 

 

FEMTO TECHNOLOGIES INC.

Consolidated Interim Statements of Loss and Comprehensive Loss

(Expressed in Canadian dollars)

(Unaudited)

 

 

For the  Notes 

2026

  

2025

  

2026

  

2025

 
      Three months ended June 30   Six months ended June 30 
For the  Notes 

2026

  

2025

  

2026

  

2025

 
Revenue  13  $249,116   $205,229   $488,405   $407,921 
Cost of revenue  6,14   (220,566)   (185,501)   (400,048)   (373,208)
Gross profit      28,550    19,728    88,357    34,713 
Consulting and marketing      359,071    345,210    702,284    840,657 
Research and development      97,348    924,634    185,794    1,769,403 
Depreciation and amortization  6   135    625    262    1,285 
Share-based compensation      71,604    1,389,094    71,604    2,052,346 
General and admin expenses      518,900    1,117,168    938,882    1,581,461 
Professional fees      80,745    551,118    363,714    1,213,074 
Total operating expense      1,127,803    4,327,849    2,262,540    7,458,226 
Loss before other income (expense)     $(1,099,253)  $(4,308,121)  $(2,174,183)  $(7,423,513)
Other income (expense)                       
Gain from warrants revaluation  10   -    37,703,771    -    30,389,592 
Loss from settlement agreement revaluation      -    (843,587)   -    (971,687)
Foreign exchange gain (loss)      135,125    (1,014,255)   148,489    (1,155,417)
Finance income, net      123,239    253,778    276,145    280,743 
Other income (expense)      258,364    36,099,707    424,634    28,543,231 
Income (loss) before tax     $(840,889)  $31,791,586   $(1,749,549)  $21,119,718 
Tax expense      -    (7,416)   -    (12,967)
Income (loss) for the period     $(840,889)  $31,784,170   $(1,749,549)  $21,106,751 
Other comprehensive income (loss)                       
Items that may be reclassified to profit or loss                       
Remeasurement of a defined benefit plan, net      14,924    2,551    28,941    5,171 
Exchange differences on translation of foreign operations     $108,049   $(105,388)  $342,218   $(59,143)
Other comprehensive income (loss) for the period     $122,973   $(102,837)  $371,159   $(53,972)
Total comprehensive income (loss)     $(717,916)  $31,681,333   $(1,378,390)  $21,052,779 
Income (loss) per share – basic and diluted*     $(0.81)  $44.52   $(1.84)  $58.57 
Weighted average shares outstanding – basic and diluted      1,037,171    713,873    950,565    360,389 

 

*   Adjusted to reflect one (1) for five hundreds (500) reverse stock split in April 2025 (see Note 1)

 

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

 

-4-

 

 

FEMTO TECHNOLOGIES INC.

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

(Expressed in Canadian dollars)

(Unaudited)

 

 

  

Number of

shares*

   Share capital  

Translation

differences

reserve

  

Share-based

payment

reserve

  

Capital reserve for

re-measurement of

defined benefit plan

  

Accumulated

Deficit

   Total 
       $   $   $   $   $   $ 
                             
Balance at January 1, 2025   1,311    76,391,417    (164,312)   1,043,586    23,534    (72,902,426)   4,391,799 
Shares, pre-funded warrants and warrants issued for cash, net   4,167    20,852,213    -    -    -    -    20,852,213 
Allocation to derivative warrants liabilities   -    (20,552,190)   -    -    -    -    (20,552,190)
Shares issued for cashless exercise of warrants   652,767    14,531,624    -    -    -    -    14,531,624 
Profit for the period   -    -    -    -    -    21,106,751    21,106,751 
Shares issued pursuant to a Settlement agreement   114,800    830,452    -    -    -    -    830,452 
Shares issued for services   87,458    2,006,196    -    -    -    -    2,006,196 
Share-based payments   6    183,572    -    (137,422)   -    -    46,150 
Share repurchase   (19,747)   (127,785)   -    -    -    -    (127,785)
Other comprehensive loss for the period   -    -    (59,143)   -    5,171    -    (53,972)
Balance at June 30, 2025   840,762    94,115,499    (223,455)   906,164    28,705    (51,795,675)   43,031,238 
                                    
Balance at January 1, 2026   861,111    94,159,660    (350,710)   1,096,335    75,215    (59,980,132)   35,000,368 
Shares issued for acquisition of Gilad R.G. Planning and Implementation of Technologies and Software 2025 Ltd. (See Note 4)   169,811    139,390    -    -    -    -    139,390 
Share-based payments   6,852    261,775    -    (190,171)   -    -    71,604 
Loss for the period   -    -    -    -    -    (1,749,549)   (1,749,549)
Other comprehensive loss for the period   -    -    342,218    -    28,941    -    371,159 
Balance at June 30, 2026   1,037,774    94,299,050    (8,492)   906,164    104,156    (61,729,681)   33,832,972 

 

*   Adjusted to reflect one (1) for five hundreds (500) reverse stock split in April 2025 (see Note 1)

 

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

 

-5-

 

 

FEMTO TECHNOLOGIES INC.

Consolidated Interim Statements of Cash Flows

For the six months ended June 30, 2026 and 2025

(Expressed in Canadian dollars)

(Unaudited)

 

 

As at  June 30, 2026   June 30, 2025 
         
Operating activities:          
Profit (loss) for the period  $(1,749,549)  $21,106,751 
Items not involving cash:          
Finance expense   -    1,774 
Share-based compensation   71,604    2,052,346 
Depreciation   1,384    2,102 
Loss (gain) from revaluation of settlement agreement   (191,884)   971,687 
Change in benefits to employees   9,700    8,731 
Loss (gain) from revaluation of warrants   -    (30,389,592)
Unrealized foreign exchange loss (gain)   (147,601)   645,718 
Changes in non-cash working capital items:          
Trade receivables   (9,797)   2,314 
Other receivables   374,484    (57,518)
Trade payables and accrued liabilities   (186,232)   (253,675)
Inventory   (6,235)   - 
Deferred revenue   (50,050)   (54,434)
Prepaid expenses   (52,121)   (120,309)
Related parties   38,018    188,123 
Net cash used in operating activities   (1,898,279)   (5,895,982)
           
Investing activities:          
Purchase of property and equipment   (1,820)   (1,290)
Investment accounted for using the equity method   (819,785)   - 
Net cash used in investing activities   (821,605)   (1,290)
           
Financing activities:          
Share repurchase   -    (127,785)
Proceeds from public offering, net   -    20,734,691 
Receipt of loans   -    81,057 
Repayment of long-term loan   -    (30,184)
Net cash provided by financing activities   -    20,657,779 
           
Net Increase (decrease) in cash  $(2,719,884)  $14,760,507 
Effect of foreign exchange rate changes on cash   491,018    (706,430)
Cash at beginning of period   15,231,108    4,617,034 
Cash at end of period  $13,002,242   $18,671,111 
           
Supplemental disclosure of cash flow information          
Cash paid during the period for interest  $-   $1,774 

 

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 six months ended June 30, 2026

(Expressed in Canadian dollars)

(Unaudited)

 

 

NOTE 1 – NATURE OF OPERATIONS AND GOING CONCERN

 

Femto Technologies Inc. (Formerly known as BYND Cannasoft Enterprises Inc.) (the “Company” or “Femto”) is a Canadian company which was amalgamated under the Business Corporations Act (British Columbia) on March 29, 2021. The Company’s registered address is 2264 East 11th Avenue, Vancouver, Canada.

 

The Company currently operates only in Israel and through its subsidiaries develops, markets and sells a proprietary client relationship management software known as “Benefit CRM” and in addition the Company has developed the Sensera device (formerly the EZ-G device), a unique, patent pending device that, combined with proprietary software (provisional application), regulates the flow of lubricants and oils into the soft tissues of the female sexual organs.

 

On March 29, 2021, the Company completed the business combination transactions with BYND – Beyond Solutions Ltd. (“BYND”). As a result of the business combination transactions, BYND became a wholly owned subsidiary of the Company. This transaction is accounted for as a reverse asset acquisition of the Company by BYND (“RTO”).

 

On March 29, 2021, BYND completed the share exchange agreement with B.Y.B.Y. As a result of the share exchange agreement, BYND holds 74% ownership interest in B.Y.B.Y. One of the former shareholders holds the remaining 26% ownership interest in B.Y.B.Y. in trust for BYND, for the purpose to comply with Israeli Cannabis Laws regarding the ownership of medical cannabis license rights This transaction was accounted for as asset acquisition according to IFRS 2 Share-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 100% ownership interest in ZC from the former shareholder in exchange for 7,920,000 subordinate voting shares (2,452 subordinate voting shares post reverse splits) of the Company. The share exchange agreement was executed and fully completed on September 22, 2022.

 

Effective July 22, 2024, the Company changed its name to Femto Technologies Inc.

 

Reverse stock splits

 

On April 17, 2025, the Company announced a one (1) for five hundreds (500) reverse stock split of its outstanding subordinate voting shares that became effective on April 22, 2025.

 

All shares, stock options, share purchase warrants, RSU’s and per share information in these consolidated financial statements have been restated to reflect the reverse stock splits on a retroactive basis.

 

The Lion’s Roar Operation

 

On February 28, 2026, after the reporting date, “The Lion’s Roar Operation” (the “Operation”) commenced, a joint military operation by the United States and Israel involving attacks in Iran.

 

In response, Iran launched ballistic missiles and unmanned aerial vehicles (UAVs) toward Israel and certain states in the Persian Gulf region. These events have resulted in civilian casualties and property damage in Israel. Additionally, Hezbollah, a terrorist organization in Lebanon, joined the attacks against Israel and Israel has started military operations in Lebanon.

 

-7-

 

 

FEMTO TECHNOLOGIES INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2026

(Expressed in Canadian dollars)

(Unaudited)

 

 

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

 

Following the commencement of the Operation, Israel’s Home Front Command announced a “special home front situation” and updated safety guidelines that include, among other measures, restrictions on passenger flights, limitations on gatherings, broad reserve recruitment, and temporary closure of certain businesses, which has contributed to a partial reduction in economic activity.

 

Since this is an event beyond the Company’s control and characterized by uncertainty, in particular as to when the Operation will end, as of the approval date of these consolidated financial statements, the Company is unable to predict the intensity of the impact of the Operation on the Company’s financial condition and the results of BYND operations.

 

As of the date of approval of these consolidated financial statements, a ceasefire has been announced. While this development may contribute to a gradual easing of certain restrictions and a recovery in economic activity, significant uncertainty remains regarding the stability of the ceasefire and the potential for renewed escalation. Accordingly, the ultimate impact of the operation and related developments on the Company’s financial condition and results of operations remains uncertain, and the Company continues to monitor the situation closely.

 

Going Concern

 

During the six months ended June 30, 2026, the Company incurred a net loss of $1,749,549, generated negative cash flow from operating activities of $1,898,279 and an accumulated deficit of $61,729,681 as at June 30, 2026.

 

On February 28, 2025, the Company completed the transactions contemplated under a securities purchase agreement (the “Purchase Agreement”) with institutional investors for the purchase and sale of subordinate voting shares and warrants at a price of US$4.17 per subordinate voting unit for total consideration of approximately US$17.0 million ($20,552,190 net).

 

The Company plans to invest in marketing and sales efforts for the Sensera device, reduce expenses of research and development and maintain other expenditures at the same level compared to the year ended December 31, 2025.

 

The Company has $13,002,242 in cash on hand and $12,052,688 in working capital and believes that it will be sufficient to meet its planned expenditures and to meet obligations for the

foreseeable future.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND USE OF ESTIMATES AND JUDGMENTS

 

a. Basis of presentation and statement of compliance

 

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

 

-8-

 

 

FEMTO TECHNOLOGIES INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2026

(Expressed in Canadian dollars)

(Unaudited)

 

 

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

 

The notes presented in these condensed consolidated interim financial statements include only significant events and transactions occurring since the Company’s last fiscal year end and they do not include all of the information required in the Company’s most recent annual consolidated financial statements. Except as noted below, these condensed consolidated interim financial statements follow the same accounting policies and methods of application as the Company’s annual financial statements and should be read in conjunction with the Company’s annual financial statements for the year ended December 31, 2025, which were prepared in accordance with IFRS as issued by IASB. There have been no significant changes in judgement or estimates from those disclosed in the consolidated financial statements for the year ended December 31, 2025.

 

b. Basis of Consolidation

 

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

 

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

 

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

 

c. Basis of Measurement

 

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

 

d. Currency of Operation and Currency of Presentation

 

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

 

e. Significant estimates and assumptions

 

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

 

-9-

 

 

FEMTO TECHNOLOGIES INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2026

(Expressed in Canadian dollars)

(Unaudited)

 

 

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

 

e. Significant estimates and assumptions (continued)

 

Income taxes

 

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

 

Useful lives of property and equipment

 

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

 

Convertible debentures

 

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

 

Other Significant Judgments

 

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

 

  the assessment of the Company’s ability to continue as a going concern and whether there are events or conditions that may give rise to significant uncertainty;

 

-10-

 

 

FEMTO TECHNOLOGIES INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2026

(Expressed in Canadian dollars)

(Unaudited)

 

 

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

 

e. Significant estimates and assumptions (continued)

 

  the classification of financial instruments;
  the assessment of revenue recognition using the five-step approach under IFRS 15 and the collectability of amounts receivable; and
  the determination of the functional currency of the company.

 

NOTE 3 – OTHER RECEIVABLES

 

   June 30, 2026   December 31, 2025 
Income tax advances   11,102    26,764 
Interest receivable   142,162    500,927 
Due from shareholders   1,243    1,300 
Other receivable  $154,507   $528,991 

 

NOTE 4 – EQUITY METHOD INVESTMENT

 

On March 27, 2026, the Company entered into a share purchase agreement (the “Share Purchase Agreement”) with Gilad R.G. Planning and Implementation of Technologies and Software 2025 Ltd. (“Gilad”) and its shareholder (the “Vendor”), to acquire an equity interest in Gilad (the “Acquisition”) in order to strengthen the field of software services provided by Femto through its subsidiary, BYND – Beyond Solutions Ltd., and in order to remain relevant in light of the significant changes that the software field is undergoing due to the prevalence of artificial intelligence engines.

 

Pursuant to the Acquisition, Femto acquired:

 

1. from Gilad, 43 previously unissued common shares of Gilad (the “Gilad Shares”) for a total purchase price of US$1,000,000 which will be used to complete development and sales in accordance with a budget to be approved by the parties (the “Treasury Shares Purchase Price”), to be paid in four equal quarterly instalments of US$250,000; and

 

2. from the Vendor, 14 Gilad Shares in consideration for:

 

a. the payment to the Vendor of the sum of US$250,000; and

 

b. the issuance to the Vendor of 169,811 subordinate voting shares in the capital of Femto (the “Subordinate Voting Shares”) at deemed price of US$0.589 per Subordinate Voting Share (the “Payment Shares”), being the volume weighted daily average market price of the Subordinate Voting Shares for the 30 trading days preceding the date of the Share Purchase Agreement.

 

Upon closing of the Acquisition on March 30, 2026, (the “Closing”), Femto held 40% of the issued and outstanding Gilad Shares.

 

Management has determined that it has significant influence over Gilad and accordingly accounts for its investment under the equity method.

 

As of June 30, 2026, the company owes US$750,000 to Gilad (three quarterly instalments of US$250,000).

 

-11-

 

 

FEMTO TECHNOLOGIES INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2026

(Expressed in Canadian dollars)

(Unaudited)

 

 

NOTE 5 – INTANGIBLE ASSETS

 

The Company’s intangible assets relate to 2 patents pending for the Sensera device.

 

The Patents include the fair value attributed to the Patents upon the acquisition of ZC of $42,768,000 as well as transaction and other costs in the amount of $193,382, for a total of $42,961,382.

 

The Company considered indicators of impairment at December 31, 2025. The Company recorded impairment loss during the year ended December 31, 2025, for the patents pending since the recoverable amount is lower than the carrying amount. The recoverable amount of the CGU was determined using fair value less costs to sell based on a third-party valuation. The valuation used a market approach with Level 2 inputs, including recent comparable transactions and observable market data. Costs of disposal were estimated at 2% of fair value.

 

   Software   Patents Pending   Total 
Cost            
Balance, December 31, 2024  $81,238   $25,262,767   $25,344,005 
Additions   -    -    - 
Impairments   -    (5,462,000)   (5,462,000)
Translation differences   -    -    - 
                
Balance, December 31, 2025   81,238    19,800,767    19,882,005 
Additions   -    -    - 
Translation differences   -    -    - 
Balance, June 30, 2026  $81,238    19,800,767   $19,882,005 
                
Accumulated depreciation               
Balance, December 31, 2024  $81,238    -   $81,238 
Depreciation   -    -    - 
Translation differences   -    -    - 
Balance, December 31, 2025   81,238    -    81,238 
Depreciation   -    -    - 
Balance, June 30, 2026  $81,238    -   $81,238 
                
Net book value               
At December 31, 2025  $-    19,800,767   $19,800,767 
At June 30, 2026  $-    19,800,767   $19,800,767 

 

-12-

 

 

FEMTO TECHNOLOGIES INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2026

(Expressed in Canadian dollars)

(Unaudited)

 

 

NOTE 6 – TRADE PAYABLES AND ACCRUED LIABILITIES

 

   June 30, 2026   December 31, 2025 
Trades payables  $18,808   $226,315 
VAT, income and dividend taxes payable   20,884    8,450 
Salaries payable   91,613    82,772 
Trade payables and accrued liabilities  $131,305   $317,537 

 

NOTE 7– RELATED PARTY TRANSACTIONS BALANCES

 

Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of members of the Company’s Board of Directors and corporate officers. The remuneration of directors and key management personnel, not including normal employee compensation, made during the six months ended June 30, 2026, and the six months ended June 30, 2025, is set out below:

 

   June 30, 2026   June 30, 2025 
salary (cost of sales)   56,937    66,916 
consulting (research and development)   62,262    63,199 
consulting (professional fees)   116,222    95,637 
share based payments   71,604    2,004,876 
salary (general and administrative expenses)   783,370    1,384,027 
Total  $1,090,395   $3,614,655 

 

As at June 30, 2026, $1,243 was owed from shareholders of the company (December 31, 2025– $1,300). Amounts owed were recorded in accounts receivable are non-interest bearing and unsecured.

 

As at June 30, 2026, $151,910 was owed to directors of the Company (December 31, 2025– $113,892). Amounts due are non-interest bearing and unsecured.

 

NOTE 8 – SHARE CAPITAL

 

Authorized

 

Unlimited number of subordinate voting shares without par value.

 

Issued

 

As at June 30, 2026, 1,037,774 subordinate voting shares were issued and outstanding.

 

During the six months ended June 30, 2026

 

On March 30, 2026, the Company issued 169,811 subordinate voting shares to the Vendor (See note 4)

 

On April 9, 2026, the Company issued 6,852 subordinate voting shares to directors of the Company following the vesting of RSU’s.

 

-13-

 

 

FEMTO TECHNOLOGIES INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2026

(Expressed in Canadian dollars)

(Unaudited)

 

 

NOTE 8 – SHARE CAPITAL (continued)

 

During the six months ended June 30, 2025

 

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

 

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

 

On February 7, 2025, the Company issued 188,000 subordinate voting shares (376 subordinate voting shares post reverse split) to directors and consultants of the Company following the vesting of RSU’s.

 

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

 

On February 28, 2025, the Company announced the closing of a Private Placement with gross proceeds to the Company of approximately of $24,544,583 before deducting Agent placement commission and other expenses paid by the Company in the amount of $3,992,393, totaling in a net amount of $20,552,190. Pursuant to the Private Placement, The Company issued 2,065,120 subordinate voting shares (4,130 subordinate voting shares post reverse split), 2,011,616 Pre-Funded Warrants, 4,076,736 series A warrants and 4,076,736 series B warrants. See note 10 for a discussion of the terms of the series A and B warrants.

 

On April 21, 2025, the Company issued 7,710 subordinate voting shares (15 subordinate voting shares post reverse split) to directors following the vesting of RSU’s.

 

On April 22, 2025, the Company issued 70,073 subordinate voting shares to its C.E.O.

 

On April 25, 2025, the Company issued 131,800 subordinate voting shares to directors and consultants following the vesting of RSU’s.

 

From April 10, 2025 and until April 24, 2025, the Company issued 652,767 subordinate voting shares following the exercise of Pre-Funded Warrants and Series B Warrants that were exercised in alternative cashless method.

 

During the six-month period ended June 30, 2025, the Company repurchased 19,747 subordinate voting shares for $127,785 and returned them to treasury.

 

Stock options

 

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

 

As of June 30, 2026, and 2025 there were no stock options outstanding.

 

NOTE 9 – REVENUE AND DEFERRED REVENUE

 

   June 30, 2026   June 30, 2025 
Software development  $328,221   $273,110 
Sensera devices and capsules   3,852    - 
Software license   90,859    79,728 
Software supports   31,718    27,355 
Cloud hosting   30,501    24,049 
Others   3,254    3,679 
 Revenue   $488,405   $407,921 

 

-14-

 

 

FEMTO TECHNOLOGIES INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2026

(Expressed in Canadian dollars)

(Unaudited)

 

 

NOTE 9 – REVENUE AND DEFERRED REVENUE (continued)

 

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

 

   June 30, 2026   June 30, 2025 
Revenue recognized over time  $393,694   $328,193 
Revenue recognized at a point of time   94,711    79,728 
Revenue  $488,405   $407,921 

 

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:

 

   June 30, 2026   December 31, 2025 
Deferred revenue, beginning  $145,404   $140,088 
Customer payments received attributable to contract liabilities for unearned revenue   19,057    182,653 
Revenue recognized from fulfilling contract liabilities   (69,107)   (177,337)
Deferred revenue, ending  $95,354   $145,404 

 

The Company derives significant revenues from one customer, which exceeds 10% of total revenues. Revenues earned from that customer were 78% of total revenues for the period ended June 30, 2026 Six months ended June 30, 2025 – 64%)

 

NOTE 10 – COST OF REVENUE

 

Cost of revenue incurred are comprised of the following:

 

   June 30, 2026   June 30, 2025 
Salaries and benefits  $301,851   $316,043 
Sensera costs   75,851    - 
Subcontractors   -    40,174 
Software and other   21,224    16,173 
Depreciation   1,122    818 
Cost of revenue  $400,048   $373,208 

 

-15-

 

 

Exhibit 99.3

 

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

 

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

 

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Femto Technologies Inc. (the “issuer”) for the interim period ended June 30, 2026.
   
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
   
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

Date: August 17, 2026

 

“Yftah Ben Yaackov”  
Yftah Ben Yaackov  
Chief Executive Officer  

 

 

NOTE TO READER

 

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

 

i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
   
ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

 

 

 

 

 

Exhibit 99.4

 

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

 

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

 

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Femto Technologies Inc. (the “issuer”) for the interim period ended June 30, 2026.
   
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
   
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

Date: August 17, 2026

 

“Gabi Kabazo”  
Gabi Kabazo  
Chief Financial Officer  

 

 

NOTE TO READER

 

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

 

i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
   
ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

 

 

 

 

 

Filing Exhibits & Attachments

9 documents