[6-K] Brainsway Ltd. American Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Brainsway Ltd. reported the appointment of Kost Forer Gabbay & Kasierer, a certified public accounting firm in Israel and a member of Ernst & Young Global, as the companys independent auditors for 2025 and continuing until the next annual general meeting. The Board of Directors is authorized to set the auditors compensation. The filing records a vote tally of 19,070,493 and includes the signature of Ami Boehm.

Positive

• Appointment of a reputable auditor: Kost Forer Gabbay & Kasierer is a member of Ernst & Young Global, which can enhance audit credibility
• Board authority confirmed: The Board is authorized to determine auditor compensation, enabling timely administrative action

Negative

• None.

Insights

Financial Analyst

TL;DR: Appointment of a recognized audit firm is routine governance, offering assurance but not changing fundamentals.

The selection of Kost Forer Gabbay & Kasierer, affiliated with Ernst & Young Global, is a standard corporate governance action that ensures continuity of external financial oversight for the 2025 year and until the next annual meeting. The Boards authority to set compensation is typical and indicates no extraordinary contractual commitments disclosed in this excerpt. The recorded vote count (19,070,493) documents shareholder approval but the filing does not provide the total votes possible or percentages, limiting assessment of shareholder consensus.

Corporate Governance Expert

TL;DR: Using a Big Four-affiliated firm supports audit credibility; disclosure is procedural and non-material to operations.

Appointing an auditor that is a member of a global network can strengthen perceived audit quality and external oversight. This filing conveys the action and authorization mechanics but lacks details on auditor tenure, fees, scope changes, or any previous auditor transition rationale. Without such details, the change should be treated as a routine governance update rather than a material event affecting financial results.

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 September 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 ☒       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).

CONTENTS

Results of Annual Shareholder Meeting 

At the Annual General Meeting of Shareholders of BrainsWay Ltd. (the “Company”) held on September 11, 2025, a quorum of votes being duly represented, all proposed resolutions were approved by the respective required majority of the shareholders. Below are the proposals which were adopted, as well as the respective share of support each resolution received:

1. (1) To appoint Kost Forer Gabbay & Kasierer, certified public accountants in Israel and a member of Ernst & Young Global, as the Company’s independent auditors for the year 2025 and for an additional period until the next annual general meeting and to authorize the Board of Directors to determine their compensation for the year.

Votes in Favor		Votes Against		Abstentions
19,439,247		3,274		163,044

(2) To approve the election or re-election of the following:

(a) Mr. Ami Boehm as a director on the Board of Directors of the Company until the next annual general meeting.

Votes in Favor		Votes Against		Abstentions
19,237,930		197,327		170,308

(b) Dr. David Zacut as a director on the Board of Directors of the Company until the next annual general meeting.

Votes in Favor		Votes Against		Abstentions
19,068,147		373,014		162,968

(c) Ms. Eti Mitrany as a director on the Board of Directors of the Company until the next annual general meeting.

Votes in Favor		Votes Against		Abstentions
19,164,813		275,464		164,852

(d) Ms. Karen Sarid as a director on the Board of Directors of the Company until the next annual general meeting.

Votes in Favor		Votes Against		Abstentions
19,165,697		275,464		163,968

(e) Prof. Avraham Zangen as a director on the Board of Directors of the Company until the next annual general meeting.

Votes in Favor		Votes Against		Abstentions
19,070,493		370,668		163,968

(f) Mr. Avner Lushi as a director on the Board of Directors of the Company until the next annual general meeting.

Votes in Favor		Votes Against		Abstentions
19,126,386		313,731		165,012

(g) Mr. Jonathan Shulkin as a director on the Board of Directors of the Company until the next annual general meeting.

Votes in Favor		Votes Against		Abstentions
19,246,402		195,195		163,968

(5) to approve the update in compensation and the grant of equity compensation to Mr. Hadar Levy, the Company’s Chief Executive Officer, on the terms described in the Proxy Statement, and to determine that it is for the benefit of the Company.

Votes in Favor (excluding shareholders indicating personal interest, if any)		Votes Against		Abstentions
19,381,439		53,206		170,920

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.

Date: September 11, 2025 BRAINSWAY LTD.


By: /s/ Ami Boehm
—————————————— Ami Boehm, Chairman of the Board of Directors

FAQ

Who was appointed as Brainsway Ltd.'s independent auditors for 2025 (BWAY)?

The filing appoints Kost Forer Gabbay & Kasierer, a certified public accounting firm in Israel and a member of Ernst & Young Global.

How long will the appointed auditors serve according to the filing?

They are appointed for the year 2025 and for an additional period until the next annual general meeting.

Who is authorized to determine the auditors' compensation for Brainsway (BWAY)?

The filing authorizes the Board of Directors to determine the auditors' compensation for the year.

What voting information is disclosed for the auditor appointment in the 6-K?

The filing records a vote tally of 19,070,493; no totals or percentages are provided in the excerpt.

Who signed the filing excerpt provided?

The excerpt is signed by Ami Boehm.