F-1: BYND Cannasoft Enterprises Inc. Eyes U.S. Public Offering to Fuel Growth

BYND Cannasoft Enterprises Inc. plans a U.S. public offering of units and pre-funded units to raise capital for patent registrations, prototype production, sales & marketing of the EZ-G device, working capital, the permanent waiver of certain rights and obligations of an investor and general corporate purposes.

Summary

• BYND Cannasoft Enterprises Inc., a British Columbia company, is planning a U.S. public offering.
• The offering includes units, each consisting of one common share, one Series A warrant, and two Series B warrants, at an assumed price of $_________ per unit.
• Pre-funded units, each consisting of one pre-funded warrant, one Series A warrant, and two Series B warrants, are also being offered to purchasers whose ownership would exceed 4.99% of outstanding common shares after the offering; the purchase price of each Pre-funded Unit will equal the price per Unit, minus $0.0001.
• The company has granted the underwriter an option, exercisable for 45 days from the closing date of this offering, to purchase from us up to an additional _______Common Shares and/or Pre-funded Warrants Units (representing 15% of the Common Shares and/or Pre-funded Warrants sold in the offering), and/or up to an additional _______ Series A Warrants (15% of the Series A Warrants sold in the offering), ), and/or up to an additional _________ Series B Warrants (15% of the Series B Warrants sold in the offering) less underwriting discounts and commissions, to cover over-allotments, if any.
• The company intends to use the net proceeds from this offering for patent registrations, prototype production, sales & marketing of the EZ-G device, working capital, the permanent waiver of certain rights and obligations of an investor and general corporate purposes.
• The company's common shares are traded on the Nasdaq Capital Market under the symbol BCAN and on the Canadian Securities Exchange under the symbol BYND.

Positives

• The offering aims to raise capital for key initiatives, including patent registrations and the commercialization of the EZ-G device.
• The company has a strategic alliance with Foria, a plant-based sexual wellness company, to enhance understanding and collaboration in the female wellness industry.
• The company has a contactless medical cannabis license in Israel, allowing it to engage in trading and brokering transactions.

Negatives

• The company has been notified by Nasdaq that it no longer meets the $1 minimum bid price per share requirement.
• The company has received comments from the British Columbia Securities Commission (BCSC) relating to the Companys previously filed continuous disclosure documents.
• The company is dependent on a single client for the majority of its current revenues.
• The contactless business license expired on February 5, 2024 and its extension by an additional year is contingent on the MCUs approval.

Risks

• The company's operations are subject to risks related to the current war between Israel and Hamas.
• The company's common shares may be subject to delisting from Nasdaq if it fails to regain compliance with listing requirements.
• The company's cannabis business is dependent on receiving the final license to engage with medical cannabis business and obtaining certain licenses and certain GSP and GAP certifications.
• The company's EZ-G device may contain errors or defects, which could result in damage to its reputation, lost revenues, diverted development resources and increased service costs, warranty claims and litigation.
• The market price of the company's common shares may be volatile, which could result in substantial losses for investors.

Key Dates

Keywords

public offering, cannabis, CRM, EZ-G device, warrants, BYND Cannasoft, medical cannabis, pre-funded units