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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)
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
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.
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 | |
The
accompanying notes are an integral part of these condensed consolidated interim financial statements.
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 | ) |
| Profit (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 | |
The
accompanying notes are an integral part of these condensed consolidated financial statements.
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.
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.
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.
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.
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.
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; |
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
SCHEDULE OF OTHER RECEIVABLE
| | |
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).
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.
SCHEDULE OF PATENTS INCLUDE THE FAIR VALUE ATTRIBUTED TO THE PATENTS UPON THE ACQUISITION
| | |
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 | |
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
SCHEDULE OF 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:
SCHEDULE OF RELATED PARTY TRANSACTIONS
| | |
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 | |
| salary | |
| 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.
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
SCHEDULE OF REVENUE FROM SOURCES
| | |
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 | |
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:
SCHEDULE OF REVENUE UNDER TIMING
| | |
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:
SCHEDULE OF DEFERRED REVENUE
| | |
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:
SCHEDULE OF COST OF REVENUE
| | |
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 | |