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 August 2023

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 [   ]

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 Statement on Form F-3 filed with the Securities and Exchange Commission on September 17, 2021 (Registration No. 333-259610).


EXHIBIT INDEX 

Exhibit Number Description
   
99.1 BrainsWay Reports Second Quarter 2023 Financial Results and Operational Highlights


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 9, 2023     /s/ Hadar Levy     
  Hadar Levy
  Chief Executive Officer
  
EdgarFiling

EXHIBIT 99.1

BrainsWay Reports Second Quarter 2023 Financial Results and Operational Highlights

BURLINGTON, Mass. and JERUSALEM, Aug. 09, 2023 (GLOBE NEWSWIRE) -- BrainsWay Ltd. (NASDAQ & TASE: BWAY) (“BrainsWay” or the “Company”), a world leader in advanced and non-invasive treatment for brain disorders, today reported second quarter 2023 financial results and provided an operational update.

Recent Financial and Operational Highlights

“We continue experiencing strong momentum throughout our business globally, with the achievement of 18% revenue growth in the second quarter as compared to the first quarter,” said Hadar Levy, BrainsWay’s Chief Executive Officer. “In the U.S., we are executing on our objective of adding Deep TMS technology into expanding large mental health groups or networks, as evidenced by the recent order of 30 new Deep TMS systems by a large TMS network of clinics based in the Western and Central U.S. In the international markets, our performance continues to be extremely strong in multiple geographies, including India, the world’s most populous country, where we have placed over 35 systems to date.”

“On the bottom line, we are beginning to see the benefits of the cost optimization measures we executed earlier this year, achieving significant improvements in our operating and Adjusted EBITDA results,” continued Mr. Levy. “We remain focused on targeting breakeven operating income and positive Adjusted EBITDA in the fourth quarter of 2023, while demonstrating full-year revenue growth over 2022.”

Conference Call and Webcast

BrainsWay’s management will host a conference call on Wednesday, August 9, 2023, at 8:30 a.m. Eastern Time to discuss these results and answer questions.

Wednesday, August 9, 2023, at 8:30 AM Eastern Time:

United States: 1-888-886-7786
International: 1-416-764-8658
Israel: 1-809-468-221
Conference ID: 51897903
Webcast: https://viavid.webcasts.com/starthere.jsp?ei=1625840&tp_key=7de103b20a

To listen to a live webcast, please visit the Investors section of the BrainsWay website at www.BrainsWay.com. Please access the Company’s website at least 10 minutes ahead of the conference call to register. The webcast replay will be available on the website for two weeks following the completion of the call.

______________________
1
See Adjusted EBITDA details and reconciliation table in the appendix below.

Non-IFRS Financial Measures
In addition to our results determined in accordance with International Financial Reporting Standards (IFRS), including, in particular operating income, and net income, we believe that adjusted EBITDA, a non-IFRS measure, is useful in evaluating our operating performance. We define adjusted EBITDA as net income adjusted for depreciation and amortization, finance income, finance expenses, income taxes, cost of share-based payments, and one-time restructuring and litigation expenses.

In addition to operating loss and net loss, we use adjusted EBITDA as a measure of operational efficiency. We believe that this non-IFRS financial measure is useful to investors for period-to-period comparisons of our business and in understanding and evaluating our operating results for the following reasons:

Adjusted EBITDA, however, should not be considered as an alternative to operating loss or net loss for the period and may not be indicative of the historic operating results of the Company; nor is it meant to be predictive of potential future results. Adjusted EBITDA is not a measure of financial performance under IFRS and may not be comparable to other similarly titled measures for other companies. A reconciliation between the Company's net loss and adjusted EBITDA is presented in the attached summary financial statements.

Because of these and other limitations, you should consider adjusted EBITDA along with other IFRS-based financial performance measures, including net loss and our IFRS financial results.

About BrainsWay
BrainsWay is a global leader in advanced noninvasive neurostimulation treatments for mental health disorders. The Company is boldly advancing neuroscience with its proprietary Deep Transcranial Magnetic Stimulation (Deep TMS™) platform technology to improve health and transform lives. BrainsWay is the first and only TMS company to obtain three FDA-cleared indications backed by pivotal clinical studies demonstrating clinically proven efficacy. Current indications include major depressive disorder (including reduction of anxiety symptoms, commonly referred to as anxious depression), obsessive-compulsive disorder, and smoking addiction. The Company is dedicated to leading through superior science and building on its unparalleled body of clinical evidence. Additional clinical trials of Deep TMS in various psychiatric, neurological, and addiction disorders are underway. Founded in 2003, with offices in Burlington, MA and Jerusalem, Israel, BrainsWay is committed to increasing global awareness of and broad access to Deep TMS. For the latest news and information about BrainsWay, please visit www.brainsway.com.

Forward-Looking Statement
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 commercial events described herein may not necessarily correlate with financial results within any time periods expressly or implicitly attributed to such events. 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; 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.

Contacts:

BrainsWay:
Ido Marom
Chief Financial Officer
844-386-7001 ext. 5
Ido.Marom@BrainsWay.com

Investors:
Brian Ritchie
LifeSci Advisors
212-915-2578
britchie@lifesciadvisors.com

 

 

 

BRAINSWAY LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
U.S. dollars in thousands
         
    June 30,   December 31,
    2023   2022
ASSETS   (Unaudited)   (Audited)
Current Assets        
Cash and cash equivalents   $ 43,168     $ 47,581  
Short-term deposits     271       271  
Trade receivables, net     3,416       4,844  
Inventory     3,301       3,837  
Other current assets     1,914       1,556  
      52,070       58,089  
Non-Current Assets        
System components     1,678       1,220  
Leased systems, net     3,292       3,118  
Other property and equipment     990       1,008  
Other long-term assets     1,217       1,042  
      7,177       6,388  
    $ 59,247     $ 64,477  
         
LIABILITIES AND EQUITY        
Current Liabilities        
Trade payables   $ 539     $ 1,116  
Deferred revenues     1,984       1,477  
Liability in respect of research and development grants     803       1,057  
Derivative liabilities     102       -  
Other accounts payable     4,031       4,491  
      7,459       8,141  
Non-Current Liabilities        
Deferred revenues and other liabilities     4,858       4,923  
Liability in respect of research and development grants     5,575       6,016  
      10,433       10,939  
         
Equity        
Share capital     365       364  
Share premium     140,551       138,146  
Share-based payment reserve     3,826       6,180  
Currency Translation Adjustments     (2,188 )     (2,188 )
Accumulated deficit     (101,199 )     (97,105 )
      41,355       45,397  
    $ 59,247     $ 64,477  
         

 

 

 

BRAINSWAY LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
U.S. dollars in thousands (except per share data)
                 
    For the three months ended
June 30,
  For the six months ended
June 30,
      2023       2022       2023       2022  
    (Unaudited)   (Unaudited)
Revenues   $ 7,829     $ 8,006     $ 14,454     $ 15,976  
Cost of revenues     2,095       2,192       3,887       4,059  
Gross profit     5,734       5,814       10,567       11,917  
                 
Research and development expenses, net     1,902       1,731       3,687       3,307  
Selling and marketing expenses     3,983       4,552       8,895       8,698  
General and administrative expenses     1,192       1,539       2,995       3,402  
Total operating expenses     7,077       7,822       15,577       15,407  
                 
Operating loss     (1,343 )     (2,008 )     (5,010 )     (3,490 )
                 
Finance income (expense), net     (135 )     (329 )     1,272       (653 )
Loss before income taxes     (1,478 )     (2,337 )     (3,738 )     (4,143 )
Taxes on income     185       113       356       300  
Net loss and total comprehensive loss   $ (1,663 )   $ (2,450 )   $ (4,094 )   $ (4,443 )
                 
Basic and diluted net loss per share   $ (0.05 )   $ (0.07 )   $ (0.12 )   $ (0.13 )
                 

 

 

 

BRAINSWAY LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
                 
    For the three months ended
June 30,
  For the six months ended
June 30,
      2023       2022       2023       2022  
    (Unaudited)   (Unaudited)
Cash flows from operating activities:                
Total comprehensive loss   $ (1,663 )   $ (2,450 )   $ (4,094 )   $ (4,443 )
Adjustments to reconcile net loss to net cash used in operating activities:                
Adjustments to profit or loss items:                
Depreciation and amortization     101       154       194       296  
Depreciation of leased systems     239       246       472       491  
Impairments and disposals     211       301       457       233  
Finance expenses, net     199       329       (1,272 )     653  
Cost of share based payment     103       408       52       782  
Income taxes     185       113       356       300  
Total adjustments to reconcile loss     1,038       1,551       259       2,755  
Changes in asset and liability items:                
Decrease (increase) in trade receivables     1,928       (1,072 )     1,435       (1,135 )
Decrease (increase) in inventory     1,295       (792 )     367       (2,105 )
Increase in other accounts receivable     (390 )     (257 )     (612 )     (318 )
Increase (decrease) in trade payables     (46 )     1,073       (581 )     561  
Increase in other accounts payable     (1,230 )     (384 )     (738 )     (894 )
Increase (decrease) in deferred revenues and other liabilities     (289 )     (5 )     411       268  
Total changes in asset and liability     1,268       (1,437 )     282       (3,623 )
Cash paid and received during the period for:                
Interest paid     (10 )     (11 )     (22 )     (23 )
Interest received     366       304       1,040       307  
Income taxes paid     (4 )     (263 )     (11 )     (266 )
Total cash paid and received during the period     352       30       1,007       18  
Net cash provided by (used in) operating activities:     995       (2,306 )     (2,546 )     (5,293 )
                 
Cash flows from investing activities:                
Proceeds from (purchase of) property and equipment and system components, net     (1,497 )     448       (1,431 )     1,399  
Withdrawal of (investment in) short-term deposits, net     -       40,304       -       40,254  
Investment in long-term deposits, net     (14 )     (2 )     (16 )     (5 )
Net cash provided by (used in) investing activities     (1,511 )     40,750       (1,447 )     41,648  
                 
Cash flows from financing activities:                
Repayment of liability in respect of research and development grants     (345 )     -       (345 )     (498 )
Receipt of government grants     32       -       32       6  
Repayment of lease liability     (64 )     (150 )     (130 )     (298 )
Issuance of share capital, net     -       -       -       1  
Net cash used in financing activities     (377 )     (150 )     (443 )     (789 )
Exchange rate differences on cash and cash equivalents     10       (225 )     23       (313 )
                 
Increase (decrease) in cash and cash equivalents     (883 )     38,069       (4,413 )     35,253  
Cash and cash equivalents at the beginning of the period     44,051       14,105       47,581       16,921  
Cash and cash equivalents at the end of the period   $ 43,168     $ 52,174     $ 43,168     $ 52,174  
                 
(a) Significant non cash transactions:                
Recognition of new lease liability and right-of-use     183       123       207       123  
Termination of lease liability and right-of-use     59       -       70       -  
                 

 

 

 

BRAINSWAY LTD.
A reconciliation of Adjusted EBITDA to net loss, the most directly comparable IFRS measure, is set forth below:
U.S. dollars in thousands (except share and per share data)
                 
    For the three months ended
June 30,
  For the six months ended
June 30,
      2023       2022       2023       2022  
    (Unaudited)   (Unaudited)
Net loss and total comprehensive loss   $ (1,663 )   $ (2,450 )   $ (4,094 )   $ (4,443 )
                 
Finance (income) expense, net     135       329       (1,272 )     653  
Income taxes     185       113       356       300  
Depreciation and amortization     101       154       194       296  
Depreciation of leased systems     239       246       472       491  
Cost of share based payment     103       408       52       782  
Restructuring and Litigation costs     267       -       802       -  
Adjusted EBITDA   $ (633 )   $ (1,200 )   $ (3,490 )   $ (1,921 )