Femto Technologies Inc. Announces $17 Million Private Placement

(TheNewswire)

ASHKELON, ISRAEL AND VANCOUVER,BRITISH COLUMBIA – TheNewswire - FEBRUARY 26, 2025 - Femto Technologies Inc. (Nasdaq: BCAN )(“ Femto ” or the “ Company ”), a FemTechpioneer and the creator of Sensera , a feminine wellnessproduct, today announced that it has entered intodefinitive agreements with institutional investors for the purchaseand sale of approximately $17 million of Common Shares (also known asSubordinate Voting Shares under British Columbia securities law) andpre-funded and investor warrants at a price of $4.17 per CommonUnit.

The offering consisted of the sale of Common Units (orPre-Funded Units), each consisting of (i) one (1) Common Share orPre-Funded Warrant, (ii) 1 Series A Warrants to purchase one (1)Common Share per warrant and (iii) 1 Series B PIPE Common Warrants topurchase one (1) Common Share per warrant. The offering price perCommon Unit is $4.17 (or $4.16999 for each Pre-Funded Unit, which isequal to the offering price per Common Unit sold in the offering minusan exercise price of $0.00001 per Pre-Funded Warrant). The Pre-FundedWarrants will be immediately exercisable and may be exercised at anytime until exercised in full. For each Pre-Funded Unit sold in theoffering, the number of Common Units in the offering will be decreasedon a one-for-one basis. The initial exercise price of each Series ACommon Warrant is $5.21 per Common Share. The Series A Common Warrantsare exercisable immediately and expire 60 months after the initialissuance date. The number of securities issuable under the Series ACommon Warrant is subject to adjustment as described in more detail inthe report on Form 6-K filed in connection with the offering.  Theinitial exercise price of each Series B Common Warrant is $12.51 perCommon Share or pursuant to an alternative cashless exercise option.The Series B Common Warrants are exercisable immediately and expire 30months after the initial issuance date. The number of securitiesissuable under the Series B Common Warrant is subject to adjustment asdescribed in more detail in the report on Form 6-K filed in connectionwith the offering.

Aggregate gross proceeds to the Company are expected tobe approximately $17 million. The transaction is expected to close onor about February 27, 2025, subject to the satisfaction of customaryclosing conditions. The Company expects to use the net proceeds fromthe offering, together with its existing cash, for general corporatepurposes and working capital.

Aegis Capital Corp. is acting asexclusive placement agent for the private placement. Louis A . Brilleman, P.C. is acting ascounsel to the Company. Kaufman & Canoles, P.C. is acting ascounsel to Aegis Capital Corp.

The securities described above are being sold in aprivate placement transaction not involving a public offering and havenot been registered under the Securities Act of 1933, as amended (the“Securities Act”), or applicable state securities laws.Accordingly, the securities may not be reoffered or resold in theUnited States except pursuant to an effective registration statementor an applicable exemption from the registration requirements of theSecurities Act and such applicable state securities laws. Thesecurities were offered only to accredited investors. Pursuant to aregistration rights agreement with the investors, the Company hasagreed to file one or more registration statements with the SECcovering the resale of the Common Shares and the Shares issuable uponexercise of the pre-funded warrants and warrants.

This news release shall not constitute an offer to sellor the solicitation of an offer to buy nor shall there be any sale ofthese securities in any state or jurisdiction in which such offer,solicitation or sale would be unlawful prior to registration orqualification under the securities laws of any such state orjurisdiction.

ABOUT SENSERA

Sensera is a feminine wellness device on a mission tobridge the gap between feminine pleasure and wellness, providing aholistic self-care experience that adapts to a woman’s changingneeds. Sensera utilizes Femto’s proprietary Smart Release System(SRS) technology, including machine learning and AI, to enhancefeminine wellness. Sensera is a CES Innovation Awards® 2025 Honoraryin the AI category.

For more information on Sensera, please visit www.senserawellness.com and followus on Instagram , , and .

ABOUT FEMTO TECHNOLOGIES, INC.

Femto Technologies Inc. (Nasdaq: BCAN), previouslyknown as BYND Cannasoft Enterprises Inc., is a public Femtech company,pioneering a transformative change in the sphere of female wellness.Its proprietary Smart Release System (SRS technology) is embedded inSensera, which has been named CES Innovation Awards® 2025 honoree inthe AI category. Femto’s SRS technology is driving its R&Dactivities and product manufacturing for a variety of Femtechproducts.

The devices described in this news release are conceptdevices that are in the first stage of development and will be subjectto testing, experiments and regulatory approvals and therefore thereis no certainty that they will eventually be marketed.

For more information, please visit www.femtocorp.comand on SEDAR+: www.sedarplus.ca

MEDIA CONTACT

For product demonstration andmedia

Samantha Breen

Opportunity PR (for Sensera)

samantha@opportunitypr.com

+1 949.290.2834

COMPANY CONTACT

Gabi Kabazo

Chief Financial Officer

Tel: (604) 833-6820

e?mail: ir@femtocorp.com

Cautionary NoteRegarding Forward-Looking Statements

This news release includes certain statements that maybe deemed “forward-looking statements” within the meaning ofSection 27A of the U.S. Securities Act of 1933, as amended, andSection 21E of the U.S. Securities Exchange Act of 1934, as amendedand under Canadian securities laws. When used in this news release,the words “may”, “would”, “could”, “will”,“intend”, “plan”, “anticipate”, “believe”,“estimate”, “expect” and similar expressions are intended toidentify forward?looking statements. Such statements are subject tocertain risks and uncertainties, and actual circumstances, events orresults may differ materially from those projected in suchforward-looking statements.

Although the Company believes the expectationsexpressed in such forward-looking statements are based on reasonableassumptions, such statements are not guarantees of future performance,and actual events or developments may differ materially from those inforward-looking statements. Such forward-looking statementsnecessarily involve known and unknown risks and uncertainties, whichmay cause the Company’s actual performance and financial results infuture periods to differ materially from any projections of futureperformance or results expressed or implied by such forward-lookingstatements. Such statements reflect theCompany's current views with respect to future events and are subjectto such risks and uncertainties. Many factors could cause actualresults to differ materially from the statements made, includingfuture financial performance, unanticipated regulatory requests anddelays, final patents approval, timing of the Sensera pre-order andthose factors discussed in filings made by the company with theCanadian securities regulatory authorities, including (withoutlimitation) in the company's management's discussion and analysis forthe year ended December 31, 2023 and annual information form datedApril 2, 2024, which are available under the company's profile atwww.sedarplus.ca, and in the Company’s Annual Report on Form 20-Ffor the year then ended that was filed with the U.S. Securities andExchange Commission on April 3, 2024. Should one or more of thesefactors occur, or should assumptions underlying the forward-lookingstatements prove incorrect, actual results may vary materially fromthose described herein as intended, planned, anticipated, or expected.We do not intend and do not assume any obligation to update theseforward?looking statements, except as required by law. Any suchforward-looking statements represent management's estimates as of thedate of this news release. While we may elect to update suchforward-looking statements at some point in the future, we disclaimany obligation to do so, even if subsequent events cause our views tochange. Shareholders are cautioned not to put undue reliance on suchforward?looking statements.

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