BrainsWay Ltd. files as a foreign private issuer on Form 6-K, with reports incorporated by reference into its Form S-8 and Form F-3 registration statements. The filings document company updates on Deep TMS and transcranial magnetic stimulation therapy, U.S. reimbursement and payer coverage policies, and strategic investments related to mental health treatment providers and neurostimulation technologies.
The company's filed exhibits also include investor presentation materials and risk-factor discussion covering reimbursement, third-party payor decisions, healthcare regulation, manufacturing, market adoption, competition, product liability, and regulatory actions. These disclosures frame BrainsWay's registration statements, equity incentive registration, and ongoing current-report updates as an Israel-based issuer reporting on Form 20-F.
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.
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.