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 May 2019
Commission File Number: 001-35165
BRAINSWAY LTD.
(Translation of registrant's name into English)
19 Hartum Street
Bynet Building, 3rd Floor
Har HaHotzvim
Jerusalem, 9777518, Israel
(Address of 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 [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
The following document, which is attached as an exhibit hereto, is incorporated by reference herein:
Exhibit | Title |
99.1 | Brainsway Reports First Quarter 2019 Financial Results and Operational Highlights |
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).
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: May 29, 2019 | /s/ Hadar Levy | |
Hadar Levy | ||
Chief Financial Officer | ||
EXHIBIT 99.1
Brainsway Reports First Quarter 2019 Financial Results and Operational Highlights
First quarter revenues of $5.2 million, up 44% compared to prior year quarter
JERUSALEM and HACKENSACK, N.J., May 29, 2019 (GLOBE NEWSWIRE) -- Brainsway Ltd. (NASDAQ & TASE: BWAY) (“Brainsway” or the “Company”), a commercial stage medical device company focused on the development and sale of non-invasive neuromodulation products using the Company’s proprietary Deep Transcranial Magnetic Stimulation system (Deep TMS) technology for the treatment of major depressive disorder (MDD) and obsessive-compulsive disorder (OCD), today reported financial results for the three months ended March 31, 2019, and provided an operational update.
“We continue to demonstrate top-line growth driven by demand for our Deep TMS technology,” said Yaacov Michlin, President and Chief Executive Officer of Brainsway. “The leasing, direct sales and usage of our Deep TMS system continues to drive the growth of our business.”
In support of the Company’s growing business, it successfully completed its U.S. initial public offering (IPO) and listing on the Nasdaq Global Market (NASDAQ) in April 2019 under the symbol “BWAY”, raising $30.8 million in gross cash proceeds before deducting underwriting discounts and commissions and other offering expenses. “We are pleased to have reached this exciting milestone in the company’s development and anticipate that this will serve to further accelerate our growth as a leading company in our space,” said Dr. David Zacut, Chairman of Brainsway. Brainsway intends to utilize the net proceeds from the offering to further expand its sales force and marketing activities in order to drive increased market penetration of its Deep TMS system, and to proceed with its clinical and technological R&D activities, including in the areas of opioid addiction and multiple sclerosis.
Financial Results for the First Quarter Ended March 31, 2019
Financial Position
Other Company Developments in First quarter of 2019
Conference Call and Webcast
Brainsway’s management will host a conference call prior to the market open on Wednesday, May 29, 2019, at 8:00 a.m. Eastern Time to discuss these results and answer questions.
Wednesday, May 29, at 8:00 a.m. Eastern Time:
Telephone conference
Dial in details, Participants:
Confirmation Code: 4989455
Standard international: +44 (0) 2071 928000
Israel, Tel Aviv (Local): +972 3 721 7998
United States (FreeCall): +1-866-966-1396
Webcast Player URL: https://edge.media-server.com/m6/p/c8o34kai
To listen to a live webcast, please visit the Investors section of the Brainsway website at www.brainsway.com. The webcast replay will be available on the website for two weeks following the completion of the call.
About Brainsway
Brainsway is a commercial stage medical device company focused on the development and sale of non-invasive neuromodulation products using the Company’s proprietary Deep Transcranial Magnetic Stimulation (Deep TMS) technology for the treatment of major depressive disorder (MDD) and obsessive-compulsive disorder (OCD), for which Brainsway received marketing authorization from the U.S. Food and Drug Administration (FDA) in 2013 (for MDD) and in August 2018 (for OCD). Brainsway is currently conducting clinical trials of Deep TMS in other psychiatric, neurological and addiction disorders, including smoking cessation and post-traumatic stress disorder, and is planning trials for opioid addiction, fatigue in multiple sclerosis (MS) and post-stroke rehabilitation.
Forward Looking Statements
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may be preceded by the words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential” or similar words. These forward-looking statements and their implications are based on the current expectations of the management of the Company only and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. In addition, historical results or conclusions from scientific research and clinical studies do not guarantee that future results would suggest similar conclusions or that historical results referred to herein would be interpreted similarly in light of additional research or otherwise. The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: inadequacy of financial resources to meet future capital requirements; changes in technology and market requirements; delays or obstacles in launching and/or successfully completing planned studies and clinical trials or in receiving positive top-line or final study results; failure to obtain approvals by regulatory agencies on the Company’s anticipated timeframe, or at all; inability to retain or attract key employees whose knowledge is essential to the development of Deep TMS products; unforeseen difficulties with Deep TMS products and processes, and/or inability to develop necessary enhancements; unexpected costs related to Deep TMS products; failure to obtain and maintain adequate protection of the Company’s intellectual property, including intellectual property licensed to the Company; the potential for product liability; changes in legislation and applicable rules and regulations; unfavorable market perception and acceptance of Deep TMS technology; inadequate or delays in reimbursement from third-party payers, including insurance companies and Medicare; inability to commercialize Deep TMS, including internationally, by the Company or through third-party distributors; product development by competitors; inability to timely develop and introduce new technologies, products and applications, which could cause the actual results or performance of the Company to differ materially from those contemplated in such forward-looking statements.
Any forward-looking statement in this press release speaks only as of the date of this press release. The Company undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws. More detailed information about the risks and uncertainties affecting the Company is contained under the heading “Risk Factors” in the Company’s filings with the U.S. Securities and Exchange Commission.
Company Contact:
Brainsway Ltd.
Hadar Levy
Chief Financial Officer
hadarl@Brainsway.com
Investor Contact:
Bob Yedid
LifeSci Advisors
646-597-6989
Bob@LifeSciAdvisors.com
BRAINSWAY LTD. | |||||||
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION | |||||||
U.S. dollars in thousands | |||||||
March 31, | December 31, | ||||||
2019 | 2018 | ||||||
(Unaudited) | (Audited) | ||||||
ASSETS | |||||||
CURRENT ASSETS: | |||||||
Cash and cash equivalents | $ | 7,541 | $ | 8,968 | |||
Short‑term deposits | 151 | 101 | |||||
Trade receivables, net | 3,617 | 2,904 | |||||
Other accounts receivable | 1,284 | 1,505 | |||||
12,593 | 13,478 | ||||||
NON‑CURRENT ASSETS: | |||||||
Restricted deposit | 1,007 | 1,007 | |||||
Long‑term prepaid expenses | 1,345 | 1,345 | |||||
Long‑term deposit | 151 | 146 | |||||
Property and equipment, net | 9,203 | - | |||||
11,706 | 10,124 | ||||||
$ | 24,299 | $ | 23,602 | ||||
LIABILITIES AND EQUITY | |||||||
CURRENT LIABILITIES: | |||||||
Trade payables | $ | 2,578 | $ | 2,243 | |||
Other accounts payable | 4,130 | 3,459 | |||||
Deferred revenues | 1,043 | 1,333 | |||||
Loan from bank | 1,125 | 750 | |||||
Liability in respect of research and development grants | 565 | 554 | |||||
9,441 | 8,339 | ||||||
NON‑CURRENT LIABILITIES: | |||||||
Loan from bank | 1,737 | 2,083 | |||||
Deferred revenues and other liabilities | 2,494 | 1,108 | |||||
Liability in respect of research and development grants | 5,068 | 4,980 | |||||
Warrants | 153 | 140 | |||||
9,452 | 8,311 | ||||||
EQUITY: | |||||||
Share capital | 171 | 171 | |||||
Share premium | 67,309 | 67,193 | |||||
Share‑based payment | 3,602 | 3,357 | |||||
Adjustments arising from translating financial statements from functional currency to presentation currency | (2,188 | ) | (2,188 | ) | |||
Accumulated deficit | (63,488 | ) | (61,581 | ) | |||
5,406 | 6,952 | ||||||
$ | 24,299 | $ | 23,602 | ||||
BRAINSWAY LTD. | |||||||
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | |||||||
U.S. dollars in thousands (except share and per share data) | |||||||
| |||||||
For the three months ended | |||||||
March 31, | |||||||
2019 | 2018 | ||||||
(Unaudited) | |||||||
Revenues | $ | 5,182 | $ | 3,605 | |||
Cost of revenues | 1,158 | 697 | |||||
Gross profit | 4,024 | 2,908 | |||||
Research and development expenses, net | 1,792 | 1,711 | |||||
Selling and marketing expenses | 2,838 | 1,881 | |||||
General and administrative expenses | 1,003 | 733 | |||||
Total operating expenses | 5,633 | 4,325 | |||||
Operating loss | 1,609 | 1,417 | |||||
Finance expense (income), net | 236 | (415) | |||||
Loss before income taxes | 1,845 | 1,002 | |||||
Income taxes | 62 | 25 | |||||
Net loss and total comprehensive loss | $ | 1,907 | $ | 1,027 | |||
Basic and diluted net loss per share | $ | (0.11 | ) | $ | (0.06 | ) | |
BRAINSWAY LTD. | |||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||||
U.S. dollars in thousands | |||||||
For the three months ended | |||||||
March 31, | |||||||
2019 | 2018 | ||||||
(Unaudited) | |||||||
Cash flows from operating activities: | |||||||
Total comprehensive loss | $ | (1,907 | ) | $ | (1,027 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
Adjustments to profit or loss items: | |||||||
Depreciation and amortization | 356 | 261 | |||||
Finance expenses (income), net | 221 | (415 | ) | ||||
Cost of share‑based payment | 361 | 232 | |||||
Income taxes | 124 | 25 | |||||
1,062 | 103 | ||||||
Changes in asset and liability items: | |||||||
Decrease (increase) in trade receivables | (745 | ) | 224 | ||||
Decrease in other accounts receivable | 197 | 200 | |||||
Increase in trade payables | 166 | 74 | |||||
Increase in other accounts payable | 337 | 12 | |||||
Increase (decrease) in deferred revenues and other liabilities | 185 | (141 | ) | ||||
140 | 369 | ||||||
Cash paid and received during the year for: | |||||||
Interest paid | (64 | ) | (54 | ) | |||
Interest received | 10 | — | |||||
Taxes | (187 | ) | (17 | ) | |||
(241 | ) | (71 | ) | ||||
Net cash used in operating activities | (946 | ) | (626 | ) | |||
Cash flows from investing activities: | |||||||
Purchase of property and equipment(*) | (358 | ) | (459 | ) | |||
Investment in short‑term deposits, net | (55 | ) | (50 | ) | |||
Investment in long‑term deposits, net | — | (2 | ) | ||||
Net cash used in investing activities | (413 | ) | (511 | ) | |||
Cash flows from financing activities: | |||||||
Receipt of government grants | 47 | — | |||||
Repayment of lease liability | (101 | ) | — | ||||
Net cash used in financing activities | (54 | ) | — | ||||
Exchange rate differences on cash and cash equivalents | (14 | ) | (62 | ) | |||
Decrease in cash and cash equivalents | (1,427 | ) | (1,199 | ) | |||
Cash and cash equivalents at the beginning of the year | 8,968 | 14,509 | |||||
Cash and cash equivalents at the end of the year | $ | 7,541 | $ | 13,310 | |||
(a) Significant non‑cash transactions: | |||||||
Purchase of property and equipment on credit | $ | 161 | $ | 478 | |||
_________________________ (*) Derives mainly from purchase of system components |