Brainsway (BWAY) 6-K: Amended Articles and Investor Agreements

Accepted by SEC EDGAR 08/21/2025 - 07:30 AM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Brainsway Ltd. submitted a Form 6-K reporting corporate documents and exhibits, and confirming it files annual reports on Form 20-F. The filing incorporates by reference the companys Registration Statement on Form S-8 (Registration No. 333-230979) and two Form F-3 registration statements (Registration Nos. 333-280934 and 333-286672) with respective filing dates of April 22, 2019, July 22, 2024, and April 22, 2025. An exhibit index lists a press release dated August 21, 2025, an Investment Agreement, a Call Option Agreement, Amended and Restated Articles of Association, and a Second Amended and Restated Investors Rights Agreement. The report is signed by Chief Executive Officer Hadar Levy.

Positive

• Filed amended corporate charter documents (Amended and Restated Articles of Association)
• Updated investor governance via a Second Amended and Restated Investors Rights Agreement
• Included key commercial agreements in exhibit index: Investment Agreement and Call Option Agreement
• Confirmed ongoing reporting status by indicating filing on Form 20-F

Negative

• None.

Insights

Corporate Governance Attorney

TL;DR: The company filed governance and investor agreements plus amended articles that could change shareholder rights.

The filing lists an Amended and Restated Articles of Association and a Second Amended and Restated Investors Rights Agreement, which are formal changes to corporate governance and investor terms. Those documents typically adjust voting, transfer restrictions, or registration rights and therefore directly affect shareholder governance mechanics.

Dependencies and risks include the exact provisions inside those exhibits and any required shareholder approvals; the public filing only indexes the documents without text. Investors should review the full exhibits for timing and specific clause changes once the exhibits are available; the press release dated August 21, 2025 may provide immediate detail.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Brainsway (BWAY) report in the Form 6-K?

The Form 6-K lists exhibits including a press release dated August 21, 2025, an Investment Agreement, a Call Option Agreement, Amended and Restated Articles of Association, and a Second Amended and Restated Investors Rights Agreement.

Does the filing state which annual report form Brainsway uses (BWAY)?

Yes. The registrant indicated it files annual reports under Form 20-F.

Are registration statements referenced in the 6-K for Brainsway (BWAY)?

Yes. The filing incorporates by reference Form S-8 Registration No. 333-230979 and Form F-3 Registration Nos. 333-280934 and 333-286672 with filing dates April 22, 2019, July 22, 2024, and April 22, 2025.

Who signed the Form 6-K for Brainsway (BWAY)?

The report is signed by Hadar Levy, Chief Executive Officer.

Is there substantive text of the exhibits included in the 6-K?

No. The document provides an exhibit index naming the items but does not include the exhibit texts within the provided content.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 2054

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 August 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

(+972-2) 582-4030
(Address and telephone number of Registrant’s 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 [ X ]      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 Statements 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).

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated August 21, 2025
99.2	INVESTMENT AGREEMENT
99.3	CALL OPTION AGREEMENT
99.4	Amended and Restated Articles of Association
99.5	SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

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: August 21, 2025

   /s/ Hadar Levy   

Hadar Levy

Chief Executive Officer