Femto Technologies Inc. Announces Closing of $17 Million Private Placement

(TheNewswire)

ASHKELON, ISRAEL AND VANCOUVER,BRITISH COLUMBIA – TheNewswire - FEBRUARY 28, 2025 - Femto Technologies Inc. (Nasdaq: FMTO )(“ Femto ” or the “ Company ”), a FemTechpioneer and the creator of Sensera , a feminine wellnessproduct, today announced the closing of itspreviously announced private placement of approximately $17 million ofCommon Shares (also known as Subordinate VotingShares under British Columbia corporation law) and pre-funded andinvestor warrants at a price of $4.17 per Common Unit.

Theoffering consisted of the sale of 4,076,736 Common Units (orPre-Funded Units), each consisting of (i) one Common Share orPre-Funded Warrant, (ii) one Series A Warrant to purchase one CommonShare per warrant and (iii) one Series B Warrant to purchase oneCommon Share per warrant. The offering price per Common Unit was $4.17(or $4.16999 for each Pre-Funded Unit, which is equal to the offeringprice per Common Unit sold in the offering minus an exercise price of$0.00001 per Pre-Funded Warrant). The Pre-Funded Warrants areimmediately exercisable and may be exercised at any time.  Theinitial exercise price of each Series A Warrant is $5.21 per CommonShare. The Series A Warrants are exercisable immediately and have aterm of 60 months. The number of securities issuable under the SeriesA Warrants is subject to adjustment as described in more detail in thereport on Form 6-K filed in connection with the offering.  Theinitial exercise price of each Series B Warrant is $12.51 per CommonShare or pursuant to an alternative cashless exercise option. TheSeries B Warrants are immediately exercisable and have a term of 30months. The number of securities issuable under the Series B Warrantsis subject to adjustment as described in more detail in the report onForm 6-K filed in connection with the offering.

Aggregate gross proceeds to the Company wereapproximately $17 million. The transaction has closed on February 28,2025. The Company expects to use the net proceeds from the offering,together with its existing cash, for general corporate purposes andworking capital.

Aegis Capital Corp. is acting as exclusive placementagent for the private placement. Louis A . Brilleman, P.C. is acting as counsel to the Company.Kaufman & Canoles, P.C. is acting as counsel to Aegis CapitalCorp.

The securities described above were sold in a privateplacement transaction not involving a public offering and have notbeen 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: FMTO), 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 the Company's current views withrespect to future events and are subject to such risks anduncertainties. Many factors could cause actual results to differmaterially from the statements made, including future financialperformance, use of proceeds from the offering,  unanticipatedregulatory requests and delays, final patents approval, timing of theSensera pre-order and those factors discussed in filings made by thecompany with the Canadian securities regulatory authorities, including(without limitation) in the company's management's discussion andanalysis for the year ended December 31, 2023 and annual information form dated April 2, 2024, which are availableunder the company's profile at www.sedarplus.ca, and in theCompany’s Annual Report on Form 20-F for the year then ended thatwas filed with the U.S. Securities and Exchange Commission on April 3,2024. Should one or more of these factors occur, or should assumptionsunderlying the forward-looking statements prove incorrect, actualresults may vary materially from those described herein as intended,planned, anticipated, or expected. We do not intend and do not assumeany obligation to update these forward?looking statements, except asrequired by law. Any such forward-looking statements representmanagement's estimates as of the date of this news release. While wemay elect to update such forward-looking statements at some point inthe future, we disclaim any obligation to do so, even if subsequentevents cause our views to change. Shareholders are cautioned not toput undue reliance on such forward?looking statements.

Copyright (c) 2025 TheNewswire - All rights reserved.