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 | ||
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 | ) | ||||