F-1/A: Femto Technologies Files for Resale of 233 Million Shares Following Private Placement

Femto Technologies is registering for resale up to 233,352,911 common shares by selling shareholders, primarily related to recent warrant exercises and a private placement.

Summary

• Femto Technologies Inc. has filed an amendment to its Form F-1 registration statement to allow selling shareholders to resell up to 233,352,911 common shares.
• These shares consist of 2,065,120 common shares, 2,011,616 shares issuable upon exercise of pre-funded warrants, a maximum of 27,960,512 shares issuable upon exercise of Series A warrants, and a maximum of 201,315,663 shares issuable upon exercise of Series B warrants.
• The company completed a private placement in February 2025, raising approximately $17 million through the sale of common shares and warrants.
• The warrants include anti-dilution provisions and cashless exercise options, potentially leading to significant dilution for existing shareholders.
• Femto Technologies is focusing on the female wellness technology field, particularly the Sensera device and Benefit CRM software.
• The company's board of directors has decided to extend the suspension of activities related to the construction of a cannabis growing facility until at least April 2025.
• The company's common shares are listed on the Nasdaq Capital Market under the symbol FMTO, with a last reported sale price of $1.22 on March 31, 2025.
• The company is an emerging growth company and a foreign private issuer, which allows for reduced public company reporting requirements.

Sentiment

Score: 4

Explanation: The document contains both positive and negative elements. The successful private placement is a positive, but the potential dilution and risks associated with the war in Israel weigh negatively on the overall sentiment.

Positives

• The company completed a $17 million private placement in February 2025, providing additional capital.
• The company is focusing on the female wellness technology field, which could present growth opportunities.
• The company's common shares are listed on the Nasdaq Capital Market under the symbol FMTO.
• The company is an emerging growth company and a foreign private issuer, which allows for reduced public company reporting requirements.

Negatives

• The potential resale of a large number of shares could significantly dilute existing shareholders and decrease the market price of the common shares.
• The company has suspended the construction of a medical cannabis farm due to market changes, lack of funds, and the ongoing war in Israel.
• The company's CEO holds Enhanced Voting Preference Shares, giving him significant control over corporate actions.
• The company faces risks related to the ongoing war between Israel and Hamas, which could disrupt operations.

Risks

• The potential resale of a large number of shares could significantly dilute existing shareholders and decrease the market price of the common shares.
• The company may fail to meet Nasdaq's $1 minimum bid price requirement, potentially leading to delisting.
• The company faces risks related to the ongoing war between Israel and Hamas, which could disrupt operations.
• The company's CEO holds Enhanced Voting Preference Shares, giving him significant control over corporate actions.
• The company's success depends on the finalization of the Sensera device, creating a sales and marketing function and the demand in the market for the product as well as our ability to raise funds to support these efforts, and that there is no assurances that we will generate revenues from the Sensera.

Future Outlook

The Company intends to focus on sales of the Sensera device and work to further pursue business opportunities in the world of FemTech and intends to focus in the coming years on the development of additional products for the female wellness world, both at the level of technology and at the level of materials, some of which we expect will be CBD-based.

Management Comments

• Femto, a pioneer in womens care technology innovation, is committed to advancing womens wellness and lifestyle, leveraging its proprietary Smart Release Technology, or SRT, and core ability to innovate data-driven products to spearhead the development of smart products in the sectors of intimacy, sports, hair, and cosmetics.

Industry Context

The company is operating in the FemTech and medical cannabis sectors, both of which are subject to evolving regulations and market dynamics. The company's decision to suspend the construction of a cannabis farm reflects the challenges and uncertainties in the medical cannabis market.

Comparison to Industry Standards

• The document does not contain sufficient information to make a detailed comparison to industry standards.
• Comparable companies in the FemTech space include companies like Elvie, Bloomlife, and Nurx, which focus on women's health and wellness through technology.
• In the medical cannabis sector, companies like Canopy Growth, Aurora Cannabis, and Tilray are key players, but Femto's involvement in this sector is currently limited.

Stakeholder Impact

• Shareholders face potential dilution and price volatility due to the resale of a large number of shares.
• Employees may be affected by the ongoing war in Israel and the suspension of the cannabis farm project.
• Customers of Benefit CRM may experience continued service, while potential customers of the Sensera device await its finalization and launch.
• Suppliers and creditors may be impacted by the company's financial performance and strategic decisions.

Next Steps

• The selling shareholders may, from time to time, sell, transfer, or otherwise dispose of any or all of the Registered Securities on any stock exchange, market, or trading facility on which the securities are traded or in private transactions.
• The Company cautiously assesses that if there is no further deterioration in the security situation, it will be possible to return to full operations and launch the product in the second quarter of 2025.

Key Dates

Keywords

common shares, warrants, private placement, resale, dilution, Femto Technologies, Sensera, Benefit CRM, reverse stock split, Nasdaq, Israel, emerging growth company, foreign private issuer