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 |
