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Brainsway Ltd. reporting persons led by Valor entities and individuals amended their Schedule 13D to disclose exercise of a warrant and updated ownership. Valor BrainsWay exercised a warrant on 10/06/2025 to purchase up to 1,500,000 ADSs at an exercise price of $9.50686 per ADS and, on a cashless basis based on the 09/30/2025 closing price, will receive 553,730 ADSs upon settlement.
The combined disclosures show the Valor group holds 5,314,950 Ordinary Shares (represented by 2,657,475 ADSs), equal to 13.7% of the class; Mr. Jonathan Shulkin and Antonio Gracias report aggregate beneficial ownership of 5,851,444 and 5,801,950 Ordinary Shares respectively, equal to 15.0% and 14.9% of the class based on 37,798,726 Ordinary Shares outstanding as of 06/30/2025. The amendment adds a joint filing agreement exhibit and states no other ADS transactions in the past 60 days aside from the warrant exercise.
The report includes condensed unaudited interim financial statements and notes for the six months ended June 30, 2025, with selected disclosures on financial instruments, investments and capital structure. The company recorded a $1,443 gain and a $69 loss on financial investments denominated in New Israeli Shekels, recognized in profit or loss per IFRS 9. It invested $5,000 in Stella Ltd. for an approximately 5% minority preferred stake measured at fair value through OCI. Share‑based payment expense totaled $552 for the six months. Subsequent strategic transactions disclosed include a $5,000 convertible loan to Neurolief with milestone tranches and an option to acquire, and a planned $2,300 equity investment for ~30% of Axis Integrated Mental Health with up to $1,000 additional milestone funding.