BrainsWay warrant for 1,500,000 ADSs exercised cashlessly

Rhea-AI Filing Summary

BrainsWay Ltd. reported a cashless exercise of a warrant by Valor BrainsWay Holdings LLC. The warrant covered 1,500,000 American Depositary Shares at an exercise price of $9.50686 per ADS and was issued in the November 2024 private placement. At the Company’s request, the exercise was completed on a cashless basis, resulting in the issuance of 553,730 ADSs to Valor with no cash proceeds to the Company.

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Capital markets analyst

Cashless warrant exercise adds 553,730 ADSs; no cash proceeds.

BrainsWay disclosed that Valor exercised a warrant for all issuable ADSs on a cashless basis, resulting in 553,730 ADSs issued. The original warrant covered 1,500,000 ADSs at an exercise price of $9.50686 per ADS, tied to a November 2024 private placement.

Cashless exercises convert option value into shares without company cash inflow, so BrainsWay records no proceeds while eliminating that warrant. Share count increases by the issued ADSs; the actual impact depends on overall outstanding shares, which are not cited in the excerpt.

Key facts to track in future disclosures include any updated share count and float composition following this issuance; timing beyond this event is not provided here.

Form 6-K: How Foreign Companies Report to the SEC →

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 October 2025

Commission File Number: 001-35165

BRAINSWAY LTD.

(Translation of registrant’s name into English)

16 Hartum Street, RAD Tower, 14th Floor

Har HaHotzvim

Jerusalem, 9777516, Israel

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

This Form 6-K is incorporated by reference into the Company’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on April 22, 2019 (Registration No. 333-230979) and the Company’s Registration Statement on Form F-3 filed with the Securities and Exchange Commission on July 22, 2024 (Registration No. 333-280934) and on April 22, 2025 (Registration No. 333-286672).

Exercise of Warrant by Valor BrainsWay Holdings LLC

BrainsWay Ltd. (the “Company”) reported that it received an exercise notice from Valor BrainsWay Holdings LLC (“Valor”) with respect to all of the issuable American Depositary Shares (“ADSs”) under a warrant (the “Warrant”) to purchase 1,500,000 ADSs of the Company at an exercise price of $9.50686 per ADS. The Warrant had been issued within the context of the November 2024 private placement of the Company’s ADSs to Valor. At the Company’s request, the parties agreed for the Warrant to be exercised on a cashless basis, resulting in the issuance of 553,730 ADSs to Valor with no cash proceeds received by the Company.

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.

		BRAINSWAY LTD.
		(Registrant)
Date: October 14, 2025		/s/ Hadar Levy
		Hadar Levy Chief Executive Officer

FAQ

What did BRSYF announce on this Form 6-K?

BrainsWay reported a cashless exercise of a warrant by Valor BrainsWay Holdings LLC, issuing 553,730 ADSs with no cash proceeds.

How many ADSs were originally covered by the warrant?

The warrant was exercisable for 1,500,000 ADSs.

What was the warrant exercise price?

The exercise price was $9.50686 per ADS.

How many ADSs were issued upon the cashless exercise?

BrainsWay issued 553,730 ADSs to Valor.

Did BrainsWay receive any cash from this exercise?

No. The warrant was exercised on a cashless basis, so the Company received no cash proceeds.

When and in what context was the warrant issued?

The warrant was issued in the Company’s November 2024 private placement of ADSs to Valor.