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 September 2024
Commission
File Number: 001-41408
FEMTO
TECHNOLOGIES INC.
(formerly
known as BYND Cannasoft Enterprises 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.
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.
If
“Yes” marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-________
On
September 20, 2024, Femto Technologies Inc. (formerly known as BYND Cannasoft Enterprises Inc.)
(the “Company”) issued a press release. A copy of the press release is attached hereto and incorporated herein.
EXHIBIT
INDEX
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.
September
20, 2024
|
FEMTO
TECHNOLOGIES INC. |
|
|
|
|
By: |
/s/
Yftah Ben Yaackov |
|
Name:
|
Yftah
Ben Yaackov |
|
Title:
|
Chief
Executive Officer |
Exhibit
99.1
|
Femto
Technologies Inc.
2264
East 11th Avenue
Vancouver,
B.C., Canada
Ph:
+1 (604) 833-6820
|
NEWS
RELEASE
Femto
Technologies Inc. Announces Issuance of Enhanced Voting Preference Shares
(September
20, 2024) – Femto Technologies Inc. (Nasdaq: BCAN) (“Femto” or the “Company”), an
integrated software company, is pleased to announce that, further to its news release of July 19, 2024 and August 1, 2024, the
Company has today issued 75,000 enhanced voting preference shares (the “Enhanced Voting Shares”) in the share capital
of the Company to Yftah Ben Yaackov, a director and officer of the Company, at a price of US$0.35 per Enhanced Voting Share.
The Resolution to issue the Enhanced Voting
Shares was approved at a shareholders meeting on August 1, 2024 as a “minority approval”. (as that term is defined in Multilateral
Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”))
Early
Warning Disclosure
The
disclosure in this section is the sole responsibility and is published at the request of Yftah Ben Yaackov, pursuant to his disclosure
obligations under National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues (“NI
62-103”).
The
requirement to provide this disclosure was triggered by the acquisition (the “Acquisition”) by Mr. Yaackov on September
20, 2024 of 75,000 Enhanced Voting Shares at a price of US$0.35 (approximately C$0.4747) per Enhanced Voting Share, being an aggregate
purchase price of US$26,250 (approximately C$35,600).
Immediately
prior to the Acquisition, Mr. Yaackov beneficially owned 75,435 common shares in the capital of the Company (the “Subordinated
Shares”), representing approximately 11.51% of the issued and outstanding Subordinated Shares, and approximately 11.51% of
the aggregate voting rights attached to all of the Company’s outstanding voting securities. Immediately following the Acquisition,
Mr. Yaackov beneficially owned 75,435 Subordinated Shares, representing approximately 11.51% of the issued and outstanding Subordinated
Shares, and 75,000 Enhanced Voting Shares, representing 100% of the issued and outstanding Enhanced Voting Shares, representing, in aggregate,
approximately 86.84% of the aggregate voting rights attached to all of the Company’s outstanding voting securities; an increase
in the percentage voting rights attached to the voting securities of the Company held by Mr. Yaackov of approximately 75.33%.
Mr. Yaackov may from time to time acquire additional securities
of the Company or dispose of some or all of the existing or additional securities, whether in transactions over the open market or through
privately negotiated arrangements or otherwise, or may continue to hold the same number of securities of the Company. The Enhanced Voting
Shares are not transferable by Mr. Yaackov.
A
copy of the early warning report filed by Mr. Yaackov pursuant to NI 62-103 may be obtained under the Company’s profile on SEDAR+
(www.sedarplus.ca) and from the Company’s chief financial officer at the contact information provided below. For the purposes
of the early warning requirements under NI 62-103, the head office address of the Company is: 2264 East 11th Avenue, Vancouver, BC V5N
1Z6, and the address of Mr. Yaackov is: Eilat 15, Ashkelon, Israel 7844317.
About
Femto Technologies Inc.
Femto,
previously known as BYND Cannasoft Enterprises Inc., aims to become a beacon of transformative change in the sphere of female health
and wellness. Through proprietary Smart Release Technology and a dedication to creating smart, women-centric products, Femto is establishing
new benchmarks in the wellness industry.
Femto
is an Israeli-based integrated software company. Femto owns and markets “Benefit CRM”, a proprietary customer relationship
management (CRM) software product enabling small and medium-sized businesses to optimize their day-to-day business activities such as
sales management, personnel management, marketing, call center activities, and asset management.
Through
a wholly owned subsidiary, Femto owns the patent-pending intellectual property for the EZ-G device. This therapeutic device uses proprietary
software to regulate the flow of low concentrations of CBD oil, hemp seed oil, and other natural oils into the soft tissues of the female
reproductive system to potentially treat a wide variety of women’s health issues. The EZ-G device includes technological advancements
as a sex toy with a more realistic experience and the prototype utilizes sensors to determine what enhances the users’ pleasure.
The user can control the device through a Bluetooth app installed on a smartphone or other portable device, with data being transmitted
from and received by the device to and from the secure cloud using artificial intelligence (AI). The data is combined with other antonymic
user preferences to improve its operation by increasing sexual satisfaction. Commercialization of the EZ-G device is subject to receipt
of regulatory approvals.
The
devices described in this press release are concept devices that are in the first stage of development and will be subject to testing,
experiments and regulatory approvals and therefore there is no certainty that they will ever be marketed.
For
further information, please refer to the Company’s new website (www.femtocorp.com) and the Company’s profile on SEDAR+
(www.sedarplus.ca).
Gabi
Kabazo
Chief
Financial Officer
Tel:
(604) 833-6820
e-mail:
ir@femtocorp.com
Cautionary
Note Regarding Forward-Looking Statements
This
press release includes certain statements that may be deemed “forward-looking statements” within the meaning of Section 27A
of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended and under Canadian
securities laws. When used in this press release, the words “may”, “would”, “could”, “will”,
“intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect”
and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties,
and actual circumstances, events or results may differ materially from those projected in such forward-looking statements.
Although
the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements
are not guarantees of future performance, and actual events or developments may differ materially from those in forward-looking statements.
Such forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause the Company’s actual
performance and financial results in future periods to differ materially from any projections of future performance or results expressed
or implied by such forward-looking statements. Such statements reflect the Company’s current views with respect to future events
and are subject to such risks and uncertainties. Many factors could cause actual results to differ materially from the statements made,
including future financial performance, unanticipated regulatory requests and delays, final patents approval, and those factors discussed
in filings made by the company with the Canadian securities regulatory authorities, including (without limitation) in the company’s
management’s discussion and analysis for the year ended December 31, 2023 and annual information form dated April 2, 2024, which
are available under the company’s profile at www.sedarplus.ca, and in the Company’s Annual Report on Form 20-F for the year
then ended that was filed with the U.S. Securities and Exchange Commission on April 3, 2024. Should one or more of these factors occur,
or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described
herein as intended, planned, anticipated, or expected. We do not intend and do not assume any obligation to update these forward-looking
statements, except as required by law. Any such forward-looking statements represent management’s estimates as of the date of this
press release. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to
do so, even if subsequent events cause our views to change. Shareholders are cautioned not to put undue reliance on such forward-looking
statements.
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