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 February 2024
Commission
file number: 001-41523
BEAMR
IMAGING LTD.
(Translation
of registrant’s name into English)
10
HaManofim Street
Herzeliya,
4672561, Israel
(Address
of principal executive offices)
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 hereby incorporated by reference into the registrant’s Registration Statement
on Form S-8 (File No. 333-272779), to be a part thereof from the date on which
this report is submitted, to the extent not superseded by documents or reports subsequently
filed or furnished.
CONTENTS
On February 12, 2024, Beamr Imaging Ltd. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”)
with ThinkEquity LLC, as representative of the several underwriters (the “Underwriter”) in connection with an underwritten
public offering (the “Offering”) of 1,714,200 ordinary shares (the “Firm Shares”), par value NIS 0.05 per share,
of the Company. The Underwriter has agreed to purchase the Firm Shares from the Company at a price of $7.00 per ordinary share. On February
13, 2024, pursuant to the terms of the Underwriting Agreement, the Underwriter exercised its option to purchase an additional 257,100
ordinary shares (the “Option Shares”) at the public offering price.
Under the terms of the Underwriting Agreement, the Company also issued to the Underwriter a warrant for the purchase of up to 98,565 ordinary
shares at an exercise price of $8.75 per ordinary share, representing 5% of the sum of the Firm Shares and the Option Shares sold in the
Offering (the “Underwriter’s Warrant”). The Underwriter’s Warrant will be exercisable during the period commencing 180 days from date of the Underwriting Agreement (the
“Effective Date”) until the five year anniversary of the Effective Date.
The
gross proceeds to the Company from the Offering, including the exercise by the Underwriter of its option to purchase the Option Shares, are approximately $13.8 million before deducting underwriting discounts and estimated offering expenses payable
by the Company. The Company intends to use the proceeds from the Offering for research and development efforts, sales and marketing
activities, cloud operating costs, as well as general and administrative corporate purposes, including working capital and capital
expenditures. The Offering is expected to close on or about February 15, 2024, subject to satisfaction of customary closing
conditions.
The Offering was made pursuant to a registration statement on Form F-1, as amended, (File No. 333-272257), previously filed by the Company
with the Securities and Exchange Commission (the “SEC”) on January 12, 2024 and declared effective by the SEC on February
12, 2024 and the Company’s Registration Statement on Form F-1 (File No. 333-277023), which was filed with the SEC pursuant to Rule
462(b) under the Securities Act of 1933, as amended, which was effective immediately upon filing on February 12, 2024.
The Underwriting Agreement contains
customary representations, warranties and covenants by the Company, customary conditions to closing, indemnification obligations of the
Company and the Underwriter, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties
and termination provisions. The representations, warranties, and covenants contained in the Underwriting Agreement were
made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and
may be subject to limitations agreed upon by such parties.
A
copy of the Underwriting Agreement and the Underwriter’s Warrant are filed as Exhibits 1.1 and 4.1, respectively,
to this Form 6-K. The foregoing description of the terms of the Underwriting Agreement and the Underwriter’s Warrant do
not purport to be complete and are qualified in their entirety by reference to such exhibit.
On
February 12, 2024, the Company issued a press release announcing the pricing of the Offering, which is attached hereto as Exhibit 99.1.
Warning
Concerning Forward Looking Statements
This Report on Form 6-K (this “Report”) contains statements which constitute forward looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995 and other securities laws. These forward looking statements are based upon the
Company’s present intent, beliefs or expectations, but forward looking statements are not guaranteed to occur and may not occur
for various reasons, including some reasons which are beyond the Company’s control. For example, this Report states that the Offering
is expected to close on or about February 15, 2024. In fact, the closing of the Offering is subject to various conditions and contingencies
as are customary in offerings of this nature in the United States. If these conditions are not satisfied or the specified contingencies
do not occur, this offering may not close. For this reason, among others, you should not place undue reliance upon the Company’s
forward looking statements. Except as required by law, the Company undertakes no obligation to revise or update any forward looking statements
in order to reflect any event or circumstance that may arise after the date of this Report.
EXHIBIT
INDEX
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.
| |
Beamr Imaging Ltd. |
| |
|
| Date: February 14, 2024 |
By: |
/s/
Sharon Carmel |
| |
Name: |
Sharon Carmel |
| |
Title: |
Chief Executive Officer |
3
Exhibit 99.1
Beamr Imaging Ltd. Announces Pricing of $12 Million Public Offering
Herzliya, Israel, Feb. 12, 2024 (GLOBE NEWSWIRE) -- Beamr Imaging Ltd.
(Nasdaq: BMR) (“Beamr” or the “Company”), a leader in video optimization technology, today announced the pricing
of an underwritten public offering of 1,714,200 ordinary shares. Each ordinary share is being sold at a public offering price of $7.00
per share for gross proceeds of approximately $12 million, before deducting underwriting discounts and offering expenses. All of the ordinary
shares are being offered by the Company. In addition, Beamr has granted the underwriters a 45-day option to purchase up to an additional
257,100 ordinary shares to cover over-allotments at the public offering price, less the underwriting discount.
The Company intends to use the net proceeds for research and development
efforts, sales and marketing activities, cloud operating costs, as well as general and administrative corporate purposes, including working
capital and capital expenditures.
The offering is expected to close on February 15, 2024, subject to
satisfaction of customary closing conditions.
ThinkEquity is acting as sole book-running manager for the offering.
A registration statement on Form F-1 (File No. 333-272257) relating
to the shares was filed with the Securities and Exchange Commission (“SEC”) and became effective on February 12, 2024. This
offering is being made only by means of a prospectus. Copies of the final prospectus, when available, may be obtained from ThinkEquity,
17 State Street, 41st Floor, New York, New York 10004. The final prospectus will be filed with the SEC and will
be available on the SEC’s website located at http://www.sec.gov.
This press release shall not constitute an offer to sell or a solicitation
of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Beamr
Beamr (Nasdaq: BMR) is a world leader in content adaptive video solutions.
Backed by 53 granted patents, and winner of the 2021 Technology and Engineering Emmy® award and the 2021 Seagate Lyve Innovator of
the Year award, Beamr’s perceptual optimization technology enables up to a 50% reduction in bitrate with guaranteed quality. www.beamr.com
Forward-Looking Statements
This press release contains “forward-looking statements”
that are subject to substantial risks and uncertainties. Forward-looking statements in this communication may include, among other things,
statements about Beamr’s strategic and business plans, technology, relationships, objectives and expectations for its business,
the impact of trends on and interest in its business, intellectual property or product and its future results, operations and financial
performance and condition. All statements, other than statements of historical fact, contained in this press release are forward-looking
statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,”
“believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,”
“seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,”
“target,” “aim,” “should,” “will” “would,” or the negative of these words
or other similar expressions, although not all forward-looking statements contain these words, and include the expected gross proceeds
from the public offering, the use of proceeds from the offering and the expected closing date of the offering. Forward-looking statements
are based on the Company’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult
to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate.
For a more detailed description of the risks and uncertainties affecting the Company, reference is made to the Company’s reports
filed from time to time with the Securities and Exchange Commission (“SEC”), including, but not limited to, the risks detailed
in the Company’s annual report filed with the SEC on April 24, 2023 and in subsequent filings with the SEC, including in the final
prospectus related to the public offering filed with the SEC. Forward-looking statements contained in this announcement are made as of
the date hereof and the Company undertakes no duty to update such information except as required under applicable law.
Investor Relations Contact
investorrelations@beamr.com
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