Beamr Imaging Ltd 6-K, filed Aug 11, 2026
Beamr Imaging Ltd. (BMR)
About this 6-K
Beamr Imaging Ltd filed this 6-K on August 11, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
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
Commission file number: 001-41523
(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 ☐
Exhibits 99.2 and Exhibit 99.3 of this Form 6-K are hereby incorporated by reference into the registrant’s Registration Statements on Form S-8 (File No. 333-272779 and 333-280576) and Form F-3 (File No. 333-277787), to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
On August 11, 2026, Beamr Imaging Ltd. (the “Company”) issued a press release entitled “Beamr Issues Q2-2026 CEO Letter to Shareholders: Expanding Our Reach into AV Teams”. In addition, on the same day, the Company issued condensed consolidated interim financial statements (unaudited) as of June 30, 2026 together with the Company’s Operating and Financial Review and Prospects for the same period.
Attached hereto and incorporated by reference herein are the following exhibits:
| 99.1 | Press Release, dated August 11, 2026. | |
| 99.2 | Condensed Consolidated Interim Financial Statements (unaudited) as of June 30, 2026. | |
| 99.3 | Operating and Financial Review and Prospects as of June 30, 2026. | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
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: August 11, 2026 | By: | /s/ Sharon Carmel |
| Name: | Sharon Carmel | |
| Title: | Chief Executive Officer | |
2
Exhibit 99.1
Beamr Issues Q2-2026 CEO Letter to Shareholders: Expanding Our Reach into Autonomous Vehicle Teams
Herzliya, Israel, Aug. 11, 2026 (GLOBE NEWSWIRE) -- Beamr Imaging Ltd. (NASDAQ: BMR), a leader in video optimization technology and solutions, today issued a Letter to Shareholders from Sharon Carmel, Chief Executive Officer.
Dear Shareholders,
I am excited to share with you our activities and progress since the beginning of 2026, as we moved from proving our technology for autonomous vehicles (AVs) to our first engagement which is now underway. Our path forward is focused on executing in markets where video usage is growing exponentially.
Our strategy rests on a key important fact: video is among the largest and fastest-growing data types for AI applications. AV programs already work with datasets ranging from tens to hundreds of petabytes, and by industry estimates, that volume roughly doubles every year.
Making that massive data significantly smaller without degrading machine-learning accuracy is the major challenge that Beamr addresses. Since the beginning of 2026, we have integrated our technology into platforms AV teams already use, and have begun our first structured engagement with a global Autonomous Vehicle program - a meaningful milestone as we advance toward commercialization following the strategic focus we established earlier this year.
Ecosystem partnerships and monetizing our expertise
Advancing in our strategy, we performed a joint demonstration with VAST Data, the AI Operating System company, at GTC 2026. It showed video solutions that leverage GPU-accelerated compression to reduce file sizes while delivering ML-safe results.
In July 2026, our ML-safe compression became available in the RTMaps AI Store of Intempora, a dSPACE company - enabling deployment of our solution where video data accumulates: at logging in the vehicle, in the cloud and data center, and in simulation and training.
Beamr engages Autonomous Vehicle Tier-1 OEMs and car manufacturers through two channels: our ecosystem partnerships and direct engagement through Beamr Blueprint, which we introduced in July. Blueprint brings our expertise directly into their pipelines, helping customer decision-makers make informed decisions about the best solution for their own technology stack: knowing where compression is safe and where it is not. It gives Tier-1 OEMs and car manufacturers a faster path from evaluation to adoption. For Beamr, it opens a commercial channel that may bring about earlier paid customer engagements and monetization opportunities, with initial customer engagements already underway.
Additionally, we have met with dozens of prospects and with our partners in key industry events: CES, GTC 2026, Smart Mobility Summit, AutoSens USA, and Vehicle Tech Week Europe.
Our value proposition rests on measured results. In a series of benchmark tests, Beamr’s Content-Adaptive Bitrate technology (CABR) has delivered up to 50% file-size reduction while preserving the details machine vision models rely on. Our research points further. A machine-vision model fine-tuned on CABR-compressed video was more resilient than when it was trained on uncompressed data. We believe that our research on how compressed video data may have a significant impact on producing models that are more robust can result in additional significant opportunities down the road.
Strengthening in the Media and Entertainment sector
While expanding into AI-driven markets, we continue to build on our media and entertainment (M&E) business. Earlier this year we announced that JioHotstar, one of the world’s largest streaming platforms with more than 450 million subscribers, utilizes Beamr’s patented CABR technology to optimize video delivery at scale across its extensive content catalog. This production deployment demonstrates the value of Beamr’s technology in large-scale, demanding video environments.
In April 2026, we launched VISTA, our system for subjective quality testing at scale that addresses a gap many video teams face with existing quality measurement tools. We presented it at NAB Show, a flagship event for the M&E industry.
Last week, we announced a new live sports solution that combines NVIDIA Video Super Resolution with Beamr’s CABR technology and will be demonstrated at IBC 2026. Live Super Resolution uses AI to transform existing HD feeds into sharper, more immersive 4K-quality viewing experiences, enabling broadcasters to deliver higher-quality live sports without requiring every event to be captured and delivered in native 4K. Combined with Beamr’s live CABR optimization, VISTA quality measurement, and Blueprint services, the solution provides broadcasters with an efficient and practical way to enhance live sports broadcasts while controlling bandwidth and infrastructure costs. We believe this further expands Beamr’s addressable opportunity within the M&E market.
First Half 2026 Financial Results
As previously disclosed in our July 21, 2026 preliminary revenue update, the revenue reported today is consistent with that earlier disclosure. With this announcement, we are providing our complete financial results together with additional perspective on our recent execution and strategic progress.
| ● | Revenues decreased by $0.18 million, or 17%, to $0.9 million for the six months ended June 30, 2026, from $1.07 million for the six months ended June 30, 2025. The decrease was primarily driven by a one-time proof-of-concept (POC) recognized during 2025. |
| ● | Research and development expenses increased by $0.59 million, or 29%, to $2.6 million for the six months ended June 30, 2026, from $2.04 million for the six months ended June 30, 2025. The increase was primarily due to an increase of $0.2 million in salaries due to increased personnel and an increase of $0.3 million in professional fees due to additional sub-contractors. |
| ● | Selling and marketing expenses increased by $0.4 million, or 38%, to $1.4 million for the six months ended June 30, 2026, from $1.06 million for the six months ended June 30, 2025. The increase was primarily due to an increase of $0.36 million in salaries due to increased sales and sales engineering personnel to support increased POCs. |
| ● | General and administrative expenses decreased by $0.14 million, or 12%, to $1.08 million for the six months ended June 30, 2026, from $1.23 million for the six months ended June 30, 2025. The decrease was primarily due to fewer professional fees. |
| ● | Financing income decreased by $0.2 million, or 81%, to $0.04 million for the six months ended June 30, 2026, from $0.24 million for the six months ended June 30, 2025. The decrease was primarily driven by less income on bank deposits. |
| ● | Net loss for the six months ended June 30, 2026 was $4.4 million or $0.28 basic loss per ordinary share, compared to a net loss of $3.2 million, or $0.21 basic loss per ordinary share, in the six months ended June 30, 2025. The increase in net loss is attributed mainly to the increase in operating expenses. |
| ● | Beamr concluded the second quarter of 2026 with $7.7 million in cash, cash equivalents and deposits, maintaining financial flexibility to support its strategic priorities. |
2
Building on Our Momentum
As we enter the second half of 2026, our priorities are clear. We remain focused on securing new commercial engagements as we expand our engagement with AV teams, deepen our ecosystem partnerships, and advance opportunities across the broader Physical AI landscape, while continuing to support our M&E customers with industry-leading video optimization solutions.
We believe that the opportunities ahead have the potential to be significant, and we remain committed to executing our strategy, expanding our commercial footprint, and sharing our progress with you in the quarters ahead.
Sincerely,
Sharon
Carmel
Chief Executive Officer
Beamr Imaging Ltd.
About Beamr
Beamr (Nasdaq: BMR) is a world leader in content-adaptive video compression, trusted by top media companies including Netflix and Paramount. Beamr’s perceptual optimization technology (CABR) is backed by 53 patents and a winner of Emmy® Award for Technology and Engineering. The innovative technology reduces video file sizes by up to 50% while preserving quality and enabling AI-powered enhancements.
Beamr powers efficient video workflows across high-growth markets, such as media and entertainment, user-generated content, machine learning, and autonomous vehicles. Its flexible deployment options include on-premises, private or public cloud, with convenient availability for Amazon Web Services (AWS) and Oracle Cloud Infrastructure (OCI) customers.
For more details, please visit www.beamr.com or the investors’ website www.investors.beamr.com and follow us on Linkedin and X.
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. 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 February 26, 2026 and in subsequent filings 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
Contact:
investorrelations@beamr.com
3
Exhibit 99.2
BEAMR IMAGING LTD.
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2026
BEAMR IMAGING LTD.
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2026
INDEX TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
F-1
BEAMR IMAGING LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
(U.S. dollars in thousands except share and per share amounts)
| As of June 30, |
As of December 31, |
|||||||
| 2026 | 2025 | |||||||
| Unaudited | Audited | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Short-term bank deposit | ||||||||
| Trade receivables | ||||||||
| Other current assets | ||||||||
| Total current assets | ||||||||
| Non-current assets: | ||||||||
| Property and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Goodwill | ||||||||
| Total non-current assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Account payables | ||||||||
| Deferred revenues | ||||||||
| Other current liabilities | ||||||||
| Total current liabilities | ||||||||
| Non-current liabilities: | ||||||||
| Derivative warrant liability | ||||||||
| Total non-current liabilities | ||||||||
| Commitments and contingent liabilities | ||||||||
| Shareholders’ equity: | ||||||||
| Ordinary Shares of NIS | ||||||||
| Authorized: | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total shareholders’ equity | ||||||||
| Total liabilities and shareholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-2
BEAMR IMAGING LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(U.S. dollars in thousands except share and per share amounts)
| Six-month period ended June 30, |
||||||||
| 2026 | 2025 | |||||||
| Unaudited | ||||||||
| Revenues | $ | $ | ||||||
| Cost of revenues | ( | ) | ( | ) | ||||
| Gross profit | ||||||||
| Research and development expenses | ( | ) | ( | ) | ||||
| Sales and marketing expenses | ( | ) | ( | ) | ||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Operating loss | ( | ) | ( | ) | ||||
| Financing income (expenses), net | ||||||||
| Loss before taxes on income | ( | ) | ( | ) | ||||
| Taxes on income | ( | ) | ( | ) | ||||
| Net loss and comprehensive loss for the period | $ | ( | ) | $ | ( | ) | ||
| Basic and diluted net loss per share | $ | ( | ) | $ | ( | ) | ||
| Weighted average number of Ordinary Shares outstanding used in computing basic net loss per share | ||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-3
BEAMR IMAGING LTD.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)
(U.S. dollars in thousands except share and per share amounts)
| Ordinary shares | Additional paid-in |
Accumulated | Total shareholders’ |
|||||||||||||||||
| Number | Amount | capital | deficit | Equity | ||||||||||||||||
| Balance as of December 31, 2024 (Audited) | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Share-based compensation | - | |||||||||||||||||||
| Exercise of options into ordinary shares | ||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance as of June 30, 2025 (unaudited) | $ | $ | $ | ( | ) | $ | ||||||||||||||
| (*) | Representing an amount lower than $1. |
| Ordinary shares | Additional paid-in |
Accumulated | Total shareholders’ |
|||||||||||||||||
| Number | Amount | capital | deficit | Equity | ||||||||||||||||
| Balance as of December 31, 2025 (Audited) | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Share-based compensation (Note 3) | - | |||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance as of June 30, 2026 (unaudited) | $ | $ | $ | ( | ) | $ | ||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-4
BEAMR IMAGING LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(U.S. dollars in thousands)
Six-month period ended June 30, |
||||||||
| 2026 | 2025 | |||||||
| Unaudited | ||||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments required to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Share-based compensation (Note 3) | ||||||||
| Amortization of discount on straight loan received from commercial bank | ||||||||
| Exchange rate differences on straight loan received from commercial bank | ||||||||
| Decrease (increase) in trade receivables | ||||||||
| Decrease (increase) in other current assets | ( | ) | ( | ) | ||||
| Increase (decrease) in accounts payable | ||||||||
| Increase (decrease) in deferred revenues | ( | ) | ( | ) | ||||
| Increase (decrease) in other current liabilities | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Investment in short-term bank deposit | ( | ) | ||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ||||||
| Cash flows from financing activities: | ||||||||
| Repayment of principal relating to straight loan received from commercial bank | ( | ) | ||||||
| Proceeds received from exercise of options into shares (Note 3) | ||||||||
| Net cash provided by (used in) financing activities | ( | ) | ||||||
| Change in cash, cash equivalents | ( | ) | ||||||
| Cash, cash equivalents at beginning of period | ||||||||
| Cash, cash equivalents at end of period | $ | $ | ||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Interest paid | $ | $ | ||||||
| Interest received | $ | $ | ||||||
| Taxes paid | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-5
BEAMR IMAGING LTD.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands)
NOTE 1 - GENERAL
| A. | Operations |
Beamr Imaging Ltd. (the “Company” or “Beamr”) was incorporated in October 2009 under the laws of the State of Israel and it engages mainly in the development of technology for encoding, compressing and optimizing images and videos, while preserving quality and enabling AI-powered enhancements. Beamr powers efficient video workflows across high-growth markets, such as media and entertainment, user-generated content, machine learning, and autonomous vehicles. In June 2025, the Company launched a GPU-Accelerated video compression solution for autonomous vehicles.
The Company’s ordinary shares, par value NIS
Foreign operations
| 1. | Beamr Inc. |
In 2012, the Company incorporated a wholly-owned U.S. subsidiary, Beamr Inc. (“Beamr Inc.”), for the purpose of reselling the Company’s software and products in the U.S. and Canadian markets.
| 2. | Beamr Imaging RU LLC |
In 2016, the Company incorporated a wholly-owned Russian limited partnership, Beamr Imaging RU LLC (“Beamr Imaging RU”), for the purpose of conducting research and development services to the Company.
The Company and its subsidiaries, Beamr Inc. and Beamr Imaging RU, are collectively referred to as the “Group”.
| B. | Liquidity and capital resources |
The Company has devoted substantially all of its efforts to research and development, the commercialization of its software and products and raising capital for such purposes. The development and further commercialization of the Company’s software and products are expected to require substantial further expenditures. To date, the Company has not yet generated sufficient revenues from operations to support its activities, and therefore it is dependent upon external sources for financing its operations. During the period of six months ended June 30, 2026, the Company had net losses of $
Management plans to finance its operations through sales of the Company’s equity securities and through revenues generated from the sales of its software products. In addition, the Company is continuing to collaborate with a strategic partner in development of the Company’s next generation solutions of video optimization technology, which, upon completion, would potentially allow the Company to access new customers and new markets.
Management has considered the significance of such conditions in relation to the Company’s ability to meet its current obligations and to achieve its business targets and determined that it has sufficient cash to fund its planned operations for at least the next 12 months.
| C. | The impact of the Russian Invasion of Ukraine |
On February 24, 2022, Russia invaded Ukraine. The Company has an operation in Russia through its wholly-owned subsidiary, Beamr Imaging RU. The Company undertakes a portion of its software development in Russia using personnel located there. While some of the Company’s developers are located in Russia, its research and development leadership are all located in Israel. The Company has no manufacturing operations and does not sell any products in Russia. The Company constantly evaluates its activities in Russia and currently believes there was no significant impact on its activities. As of the approval date of these financial statements, the number of employees located in Russia has decreased as a result of employee relocations to other Company locations and normal workforce changes, and the Company continues to believe there has been no significant impact on its business or operations.
F-6
BEAMR IMAGING LTD.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(U.S. dollars in thousands)
NOTE 1 - GENERAL (cont.)
| D. | The impact of launched Operation “Lion’s Roar” |
On February 28, 2026, the state of Israel launched Operation “Lion’s Roar,” which involved a joint Israeli-U.S. attack against government and military targets in Iran. In response, Iran fired missiles and drones at Israel and other countries in the region. Following such developments, the terrorist organization Hezbollah opened fire on the State of Israel, which in response expanded the front lines of combat along its northern border. On April 8, 2026, a temporary ceasefire was established between the United States and Iran, and the parties began negotiations to formulate a permanent agreement. Subsequently, on April 13, 2026, a ceasefire was also declared on the northern border, and the State of Israel began negotiations with the State of Lebanon. Although the United States and Iran have announced ceasefire and de-escalation arrangements from time to time, including a memorandum of understanding entered into on June 17, 2026 that contemplates the termination of military operations on multiple fronts, hostilities have resumed and may continue or escalate. As of the date of these interim financial statements, conflict continues in parts of the region and management regularly monitors developments and acts in accordance with the guidelines of the various authorities. As of the approval date of these interim financial statements, the Company believes there is no significant impact on its activities.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
| A. | Basis of presentation |
The accompanying unaudited condensed interim consolidated financial statements and related notes should be read in conjunction with the Company’s consolidated financial statements and related notes included in the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2025, which was filed with the SEC on February 26, 2026. The unaudited condensed interim consolidated financial statements have been prepared in accordance with the rules and regulations of the SEC related to interim financial statements. As permitted under those rules, certain information and footnote disclosures normally required or included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The financial information contained herein is unaudited; however, management believes all adjustments have been made that are considered necessary to present fairly the results of the Company’s financial position and operating results for the interim periods. All such adjustments are of a normal recurring nature.
The results for the period of six months ended June 30, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any other interim period or for any future period.
| B. | Use of estimates in the preparation of financial statements |
The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. As applicable to these interim financial statements, the most significant estimates and assumptions include (i) revenue recognition; and (ii) recoverability of the Company’s goodwill.
| C. | Principles of Consolidation |
The consolidated financial statements include the accounts of the Group. Intercompany transactions and balances have been eliminated upon consolidation.
| D. | Cash and cash equivalents |
Cash is short-term highly liquid investments which include short-term bank deposits (up to three months from date of deposit), that are not restricted as to withdrawals or use and that are readily convertible to cash with maturities of three months or less as of the date acquired.
F-7
BEAMR IMAGING LTD.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(U.S. dollars in thousands)
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (cont.)
| E. | Short-term bank deposit |
A Short-term bank deposit represents a deposit with a banking institution for a period in excess of three months but less than one year following the date of deposit. The deposit is presented in accordance with the deposit terms.
| F. | Basic and diluted net loss per ordinary share |
Basic net loss per Ordinary Share is computed by dividing the net loss for the period applicable to ordinary shareholders, by the weighted average number of Ordinary Shares outstanding during the period. Diluted loss per share gives effect to all potentially dilutive common shares outstanding during the year using the treasury stock method with respect to shares with preferences over Ordinary Shares, options and certain warrants and using the if-converted method with respect to convertible advance investments and certain warrants accounted for as derivative liability. In computing diluted loss per share, the average share price for the period is used in determining the number of shares assumed to be purchased from the exercise of options or warrants.
During the six month periods ended June 30, 2026 and 2025, the total weighted average number of potential Ordinary Shares related share options and share warrants that were excluded from the calculation of the diluted loss per share was
NOTE 3 - SHARE OPTIONS
On January 11, 2015, the Company’s Board of Directors approved and adopted the 2015 Share Incentive Plan (the “2015 Plan”), pursuant to which the Company’s Board of Directors may award options to purchase the Company’s Ordinary Shares as well as restricted shares and other share-based awards to designated participants.
On May 6, 2026, the Company’s Board of Directors approved and adopted the 2026 Share Incentive Plan (the “2026 Plan” and together with the 2015 Plan, the “Plans”), pursuant to which the Company’s Board of Directors may award options to purchase the Company’s Ordinary Shares as well as restricted shares, restricted share units and other share-based awards to designated participants. Under the 2026 Plan, it was approved to increase the number of Ordinary Shares, by an additional
The Plans permit the grant of up to
The following table presents the Company’s share option activity for employees and members of the Board of Directors of the Company under the Plan for the six month periods ended June 30, 2026 and 2025:
| Number of Share Options | Weighted Average Exercise Price | Weighted average remaining contractual life | Intrinsic value | |||||||||||||
| $ | (years) | $ | ||||||||||||||
| Outstanding as of December 31, 2025 | ||||||||||||||||
| Granted | - | - | ||||||||||||||
| Exercised | - | - | ||||||||||||||
| Cancelled | ( | ) | - | - | ||||||||||||
| Outstanding as of June 30, 2026 (unaudited) | ||||||||||||||||
| Exercisable as of June 30, 2026 (unaudited) | ||||||||||||||||
F-8
BEAMR IMAGING LTD.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(U.S. dollars in thousands)
NOTE 3 - SHARE OPTIONS (cont.)
| Number of Share Options | Weighted Average Exercise Price | Weighted average remaining contractual life | Intrinsic value | |||||||||||||
| $ | (years) | $ | ||||||||||||||
| Outstanding as of December 31, 2024 | ||||||||||||||||
| Granted | - | - | ||||||||||||||
| Exercised | ( | ) | - | - | ||||||||||||
| Cancelled | ( | ) | - | - | ||||||||||||
| Outstanding as of June 30, 2025 (unaudited) | ||||||||||||||||
| Exercisable as of June 30, 2025 (unaudited) | ||||||||||||||||
The aggregate intrinsic value in the table above represents the total intrinsic value (the difference between the estimated fair value of the Company’s Ordinary Shares on the last day of the applicable interim reporting periods and the exercise price, multiplied by the number of in-the-money share options) that would have been received by the share option holders had all option holders exercised their share options on June 30 of each of the applicable reporting periods. This amount is impacted by the changes in the fair market value of the Company’s Ordinary Share.
The outstanding share options as of June 30, 2026 have been separated into ranges of exercise prices, as follows:
| Exercise price | Share options outstanding as of June 30, 2026 | Weighted average remaining contractual term | Share options exercisable as of June 30, 2026 | Weighted average remaining contractual term | ||||||||||||
| Unaudited | ||||||||||||||||
| (years) | (years) | |||||||||||||||
The weighted average grant date fair value of share options granted during the six month periods ended June 30, 2026 and 2025, was $
F-9
BEAMR IMAGING LTD.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(U.S. dollars in thousands)
NOTE 3 - SHARE OPTIONS (cont.)
The following table presents the assumptions used to estimate the fair values of the share options granted in the reported periods presented:
| Six-month period ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Volatility (%) | % | % | ||||||
| Risk-free interest rate (%) | % | % | ||||||
| Dividend yield (%) | ||||||||
| Expected life (years) | ||||||||
| Exercise price ($) | ||||||||
| Share price ($) | ||||||||
As of June 30, 2026, there was $
The total compensation cost related to all of the Company’s equity-based awards recognized in profit and loss during the six month periods ended June 30, 2026 and 2025 was comprised as follows:
| Six-month period ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Unaudited | ||||||||
| Research and development | $ | $ | ||||||
| Sales and marketing | ||||||||
| General and administrative | ||||||||
| $ | $ | |||||||
NOTE 4 - FINANCING EXPENSES (INCOME), NET
| Six-month period ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Unaudited | ||||||||
| Amortization of discount and accrued interest relating to straight loan received from commercial bank | ||||||||
| Interest Income on bank deposits | ( | ) | ( | ) | ||||
| Exchange rate differences and other finance expenses | ||||||||
| $ | ( | ) | $ | ( | ) | |||
F-10
Exhibit 99.3
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The following discussion and analysis should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this Form 6-K and our Annual Report on Form 20-F for the year ended December 31, 2025 (the “Annual Report”).
Unless the context requires otherwise, the terms “Beamr,” “we,” “us,” “our,” “the Company,” and similar designations refer to Beamr Imaging Ltd. and its wholly owned subsidiaries Beamr, Inc. and Beamr Imaging RU LLC. References to “ordinary shares”, “warrants” and “share capital” refer to the ordinary shares, warrants and share capital, respectively, of Beamr.
References to “U.S. dollars” and “$” are to currency of the United States of America. References to “ordinary shares” are to our ordinary shares, par value NIS 0.05 per share. Our financial statements are prepared and presented in accordance with U.S. GAAP. Our historical results do not necessarily indicate our expected results for any future periods.
Forward-Looking Statements
Certain information included in this discussion may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Forward-looking statements are often characterized by the use of forward-looking terminology such as “may,” “will,” “expect,” “anticipate,” “estimate,” “continue,” “believe,” “should,” “intend,” “project” or other similar words, but are not the only way these statements are identified.
These forward-looking statements may include, but are not limited to, statements relating to our objectives, plans and strategies, statements that contain projections of results of operations or of financial condition, expected capital needs and expenses, statements relating to the research, development, completion and use of our products, and all statements (other than statements of historical facts) that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future.
Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. We have based these forward-looking statements on assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate.
Important factors that could cause actual results, developments and business decisions to differ materially from those anticipated in these forward-looking statements include, among other things:
| ● | our business, development and operating goals and strategies and plans for the development of existing and new businesses, ability to implement such strategies and plans and expected time; |
| ● | our future business development, financial condition and results of operations; |
| ● | the commercialization and market acceptance of our current and future products; |
| ● | expected changes in our revenues, costs or expenditures; |
| ● | our expectations regarding demand for and market acceptance of our products and services; |
| ● | our expectations regarding our relationships with customers, business partners and strategic partners; |
| ● | our dependence on and the success of our strategic relationships with third parties and service providers; |
| ● | the trends in, expected growth in and market size of the global image and video storage, video streaming, and public cloud video storage industries; |
| ● | our estimates of, and future expectations regarding, our market opportunity; |
| ● | our ability to maintain and enhance our market position; |
| ● | our ability to expand our video compression and optimization technologies into autonomous vehicle applications and drive customer adoption in the industry; |
| ● | our expectations regarding the growth of the autonomous vehicle and machine vision industries and the increasing demand for efficient video data processing solutions in those markets; |
| ● | our ability to attract customers, grow our retention rates, expand usage and sell subscription plans; |
| ● | our ability to continue to develop new technologies and/or upgrade our existing technologies; |
| ● | the competitive environment and landscape and potential competitor behavior in our industry and the overall outlook in our industry; |
| ● | our ability to maintain the security and availability of our products and solutions and to maintain privacy, data protection and cybersecurity; |
| ● | our plans and ability to obtain or protect intellectual property rights, or to obtain, maintain, protect and enforce sufficiently broad intellectual property rights therein, including extensions of patent terms where available and our ability to avoid infringing the intellectual property rights of others; |
| ● | the need to hire additional personnel and our ability to attract, train and retain such personnel; |
| ● | our estimates regarding expenses, future revenue, capital requirements and needs for additional financing; |
| ● | the period over which we estimate our existing cash and cash equivalents will be sufficient to fund our future development and operating expenses and capital expenditure requirements; |
| ● | risks related to our international operations and our ability to expand our international business operations; |
| ● | changes in applicable tax law, the stability of effective tax rates and adverse outcomes resulting from examination of our income or other tax returns; |
| ● | the effects of currency exchange rate fluctuations on our results of operations; |
| ● | risks related to unfavorable economic and market conditions and adverse developments with respect to financial institutions and associated liquidity risk; |
| ● | our ability to generate revenue and profit margin under our collaboration with third parties and anticipated contracts which is subject to certain risks; |
| ● | the effects of geopolitical events, including instability or the escalation of armed conflicts in the Middle East; and |
| ● | those factors referred to under the headings “Risk Factors” and “Operating and Financial Review and Prospects” in our Annual Report, as well as in our Annual Report generally. |
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Readers are urged to carefully review and consider the various disclosures made throughout the following discussion which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.
You should not put undue reliance on any forward-looking statements. Any forward-looking statements in the following discussion are made as of the date hereof and are expressly qualified in their entirety by the cautionary statements included in the following discussion. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Overview
Beamr is a world leader in content-adaptive video compression. We are trusted by leading global technology companies, including NVIDIA and Amazon Web Services (AWS), and serve top media companies such as Netflix, Paramount and JioHotstar.
We are a leading innovator in video compression for both human viewing and machine vision. Our solutions enable customers to deliver media content with exceptional quality and performance, and allow efficient, cost-effective petabyte-scale machine vision video data workflows. With our Emmy®-winning patented technology, we transform complex video workflows into reliable, scalable operations that reduce storage and delivery costs by up to 50% while preserving visual quality and machine learning (ML) accuracy.
Our customers include tier one over-the-top (OTT) content distributors, video streaming platforms, and Hollywood studios. They rely on our suite of products and expertise to reduce the cost and complexity associated with storing, distributing and monetizing video and images across devices.
Our approach addresses core business needs in artificial intelligence (AI) and machine vision industries, such as autonomous vehicles (AV), where video is central to operations and its usage is growing rapidly. For AI businesses, massive “data factories” process tens to hundreds of petabytes of real-world and synthetic footage. Managing this scale creates pressing, costly challenges, including long-term storage and significant infrastructure investment. Our solutions power efficient video processing that preserves ML model accuracy while also addressing the urgent demand for smart compression.
Our expansion into machine vision, including AV applications, resulted from the internal development of our core technology and a strategic focus on GPU-based video encoding. As demand increases for video solutions used in machine vision workloads rather than human viewing, we extended our existing content-adaptive compression technology and developed additional tools designed to address the requirements of these use cases. Since the beginning of 2026, we have continued to advance the commercialization of our machine vision solutions by expanding their availability through industry software platforms, introducing customer evaluation methodologies designed to accelerate adoption, and expanding our engagement with OEMs, Tier 1 suppliers and strategic ecosystem partners. These developments enable more efficient video processing for emerging machine vision markets, including autonomous vehicles, while maintaining data fidelity and machine learning model performance.
Beamr was built around a simple principle that even small changes to video can have outsized consequences for quality and system performance. From the beginning, our focus has been on how compression affects quality - not only how content looks, but how it performs across downstream systems. Our progress in machine vision reflects a broader shift in the video landscape - as AI systems scale, video is increasingly used not only for delivery, but also as training data, decision data, and operational ground truth - where even small changes can affect system behavior and trust. This shift is changing how video must be processed and validated, and requires solutions that preserve visual quality and data fidelity. Our mission is to deliver the solutions required to support this new era of AI-driven video infrastructure.
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Components of Our Results of Operations
Revenue
Software Licensing
Our revenues are mainly comprised of revenue from licensing the rights to use our software for a limited term (mainly for a period of one to three years) or on a perpetual basis for enterprises that incorporate our perpetual license in their own products delivered to end users and for our products sold to thousands of private consumers, as applicable to each contract, and from and provision of related maintenance and technical support services (i.e. Post-Contract Customer Support, or PCS).
Revenue from the sale of software license (either timely-based or perpetual) is recognized at a point in time in which the license is delivered to the customer. The software license is considered a distinct performance obligation, as the customer can benefit from the software on its own. Revenue from PCS services are also derived from annual maintenance providing for unspecified upgrades on a when-and-if-available basis. We consider the PCS performance obligation as a distinct performance obligation that is satisfied over time and recognized on a straight-line basis over the contractual period (mainly over a period of one year either for timely-based license or for perpetual license).
Advertising
Commencing 2022, revenue in small volume is also derived from the traffic operations in the Google AdSense program, a web advertising platform, that we make available on our websites. Google pays us on a cost-per-click basis. We recognize as revenue the fees paid to it by Google based on the volume of clicks through to Google AdSense advertisements.
Cost of Revenue
Cost of software licensing and related maintenance and technical support services revenues primarily consist of costs related to salaries, of our support team and additional overhead allocation costs such as rent and utilities to all departments based on relative headcount. In addition, cost of revenues includes amortization of internal-use software costs that were capitalized.
Gross Margins
Gross margins have been, and will continue to be, affected by a variety of factors, including the average sales price of our products and services, volume growth, the mix of revenues, software licenses, maintenance and technical support and professional services, onboarding of new media and telecom customers, and changes in cloud infrastructure and personnel costs.
Operating Expenses
Research and Development
Our research and development expenses consist primarily of costs incurred for personnel-related expenses for our technical staff, including salaries and other direct personnel-related costs. Additional expenses include consulting, amortization of acquired technology and professional fees for third-party development resources. We expect our research and development expenses to increase in absolute dollars for the foreseeable future as we continue to dedicate substantial resources to develop, improve and expand the functionality of our solutions.
Selling and Marketing Expenses
Our selling and marketing expenses consist primarily of personnel related costs for our sales and marketing functions, including salaries and other direct personnel-related costs. Additional expenses include consulting, conferences, sponsorships and marketing program costs. We expect our selling and marketing expenses will increase on an absolute dollar basis for the foreseeable future as we continue to increase investments to support our growth. We also anticipate that selling and marketing expenses will increase as a percentage of revenue in the near and medium-term.
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General and Administrative Expenses
Our general and administrative expenses consist primarily of personnel-related costs for our executive, finance, human resources, professional fees, information technology and legal functions, including salaries and other direct personnel-related costs. We expect general and administrative expenses to increase on an absolute dollar basis for the foreseeable future as we continue to increase investments to support our growth and as a result of our becoming a public company.
We allocate overhead expenses related to the services agreement under which we receive recurring consulting and related services from our founder Sharon Carmel as Chief Executive Officer and an entity controlled by him, Sharon Carmel Management, Ltd. The allocation was based on the management estimation to reflect the contribution to the related activity.
Financing Income (Expenses), Net
Financing income (expenses), net consists of interest income on bank deposits and foreign exchange gains and losses.
Taxes on Income
We are subject to taxes in jurisdictions or countries in which we conduct business. Our effective tax rate is affected by tax rates in jurisdictions and the relative amounts of income we earn in those jurisdictions, changes in the valuation of our deferred tax assets and liabilities, applicability of any valuation allowances, and changes in tax laws in jurisdictions in which we operate. Due to cumulative net operating losses, we maintain a full valuation allowance against our deferred tax assets.
Six months ended June 30, 2026, compared to six months ended June 30, 2025
Operating Results
The following table sets forth a summary of our operating results:
| Six Months Ended June 30, | ||||||||
| (U.S. dollars in thousands) | 2026 | 2025 | ||||||
| Revenues | $ | 884 | $ | 1,068 | ||||
| Cost of revenues | $ | (140 | ) | $ | (151 | ) | ||
| Gross profit | $ | 744 | $ | 917 | ||||
| Operating expenses: | ||||||||
| Research and development | $ | (2,633 | ) | $ | (2,043 | ) | ||
| Sales and marketing | $ | (1,463 | ) | $ | (1,061 | ) | ||
| General and administrative | $ | (1,087 | ) | $ | (1,231 | ) | ||
| Operating loss | $ | (4,439 | ) | $ | (3,418 | ) | ||
| Financing income (expenses), net | $ | 45 | $ | 244 | ||||
| Loss before taxes on income | $ | (4,394 | ) | $ | (3,174 | ) | ||
| Taxes on income | $ | (10 | ) | $ | (11 | ) | ||
| Net loss | $ | (4,404 | ) | $ | (3,185 | ) | ||
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Revenues, Cost of Revenues and Gross Profit
The following table presents our revenue, cost of revenues and gross profit for the periods indicated:
| Six Months Ended June 30, | ||||||||
| (U.S. dollars in thousands) | 2026 | 2025 | ||||||
| Revenues | $ | 884 | $ | 1,068 | ||||
| Cost of revenues | $ | (140 | ) | $ | (151 | ) | ||
| Gross profit | $ | 744 | $ | 917 | ||||
Revenues decreased by $0.18 million, or 17% to $0.9 million for the six months ended June 30, 2026, from $1.07 million for the six months ended June 30, 2025. The decrease was primarily driven by a one-time proof-of-concept (POC) project recognized during 2025.
Operating Expenses
Research and Development Expenses
| Six Months Ended June 30, | ||||||||
| (U.S. dollars in thousands) | 2026 | 2025 | ||||||
| Salary and related expenses | $ | (1,631 | ) | $ | (1,388 | ) | ||
| Professional fees | $ | (784 | ) | $ | (481 | ) | ||
| Depreciation, amortization | $ | (7 | ) | $ | (6 | ) | ||
| Travel and overhead expenses | (211 | ) | (168 | ) | ||||
| Total research and development expenses | $ | (2,633 | ) | $ | (2,043 | ) | ||
Research and development expenses increased by $0.59 million, or 29% to $2.6 million for the six months ended June 30, 2026, from $2.04 million for the six months ended June 30, 2025. The increase was primarily due to an increase of $0.2 million in salaries due to increased personnel and an increase of $0.3 million in professional fees due to additional sub-contractors.
Selling and Marketing Expenses
| Six Months Ended June 30, | ||||||||
| (U.S. dollars in thousands) | 2026 | 2025 | ||||||
| Salary and related expenses | $ | (964 | ) | $ | (600 | ) | ||
| Professional fees and platform commissions | $ | (214 | ) | $ | (208 | ) | ||
| Depreciation, amortization | $ | (9 | ) | $ | (12 | ) | ||
| Marketing conferences and trade shows | $ | (124 | ) | $ | (120 | ) | ||
| Travel and overhead expenses | $ | (152 | ) | $ | (121 | ) | ||
| Total selling and marketing expenses | $ | (1,463 | ) | $ | (1,061 | ) | ||
Selling and marketing expenses increased by $0.4 million, or 38% to $1.4 million for the six months ended June 30, 2026, from $1.06 million for the six months ended June 30, 2025. The increase was primarily due to an increase of $0.36 million in salaries due to additional sales and sales engineering personnel to support increased POCs.
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General and Administrative Expenses
| Six Months Ended June 30, | ||||||||
| (U.S. dollars in thousands) | 2026 | 2025 | ||||||
| Salary and related expenses | $ | (474 | ) | $ | (492 | ) | ||
| Professional fees and consulting | $ | (547 | ) | $ | (617 | ) | ||
| Overhead allocated | $ | 191 | $ | 129 | ||||
| Travel, office and other expenses | $ | (257 | ) | $ | (251 | ) | ||
| Total general and administrative expenses | $ | (1,087 | ) | $ | (1,231 | ) | ||
General and administrative expenses decreased by $0.14 million, or 12% to $1.08 million for the six months ended June 30, 2026, from $1.23 million for the six months ended June 30, 2025. The decrease was primarily due to fewer professional fees.
Financing Income (Expenses), Net
| Six Months Ended June 30, | ||||||||
| (U.S. dollars in thousands) | 2026 | 2025 | ||||||
| Amortization of discount and accrued interest on straight loan received from commercial banks | $ | - | $ | (30 | ) | |||
| Interest income on bank deposits | $ | 112 | 296 | |||||
| Exchange rate differences and other finance expenses | $ | (67 | ) | $ | (22 | ) | ||
| Total financing expenses, net | $ | 45 | $ | 244 | ||||
Financing income decreased by $0.2 million, or 81% to $0.04 million for the six months ended June 30, 2026, from $0.24 million for the six months ended June 30, 2025. The decrease was primarily driven by lower interest income on bank deposits
Taxes on Income
| Six Months Ended June 30, | ||||||||
| (U.S. dollars in thousands) | 2026 | 2025 | ||||||
| Taxes on income | $ | (10 | ) | $ | (11 | ) | ||
Taxes on income were not material for either the six months ended June 30, 2026 or the six months ended June 30, 2025, and there was no material change compared to the prior-year period.
JOBS Act
Under the Jumpstart Our Business Startups Act, an “emerging growth company” can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an “emerging growth company” to delay the adoption of new or revised accounting standards that have different transition dates for public and private companies until those standards would otherwise apply to private companies. Although we meet the definition of an “emerging growth company” and we have elected not to use this extended transition period for complying with new or revised accounting standards.
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Liquidity and Capital Resources
We have financed our operations through cash generated from operations, proceeds received from private offerings, and proceeds from our initial public offering on the Nasdaq in March 2023 and our follow-on public offering in February 2024.
We believe that our existing capital resources and cash flows from operations together with funds received from the initial public offering and follow on offering will be adequate to satisfy our expected liquidity requirements through the next twelve months. Without derogating from the foregoing estimate regarding our existing capital resources and cash flows from operations, we may decide to raise further funds in the future through additional public or private offerings. We believe that, if required, we will be able to raise additional capital or reduce discretionary spending to provide the required liquidity beyond the next twelve months.
Our future capital requirements will depend on many factors, including our revenue growth, the timing and extent of investments to support such growth, the expansion of sales and marketing activities, increases in general and administrative costs and many other factors as described under “Risk Factors” in the Annual Report.
To the extent additional funds are necessary to meet our long-term liquidity needs as we continue to execute our business strategy, we anticipate that they will be obtained through the incurrence of additional indebtedness, additional equity financings or a combination of these potential sources of funds; however, such financing may not be available on favorable terms, or at all. If we are unable to raise additional funds when desired, our business, financial condition and results of operations could be adversely affected.
Cash Flows
The following table summarizes our cash flows for the periods presented:
| Six Months Ended June 30, | ||||||||
| (U.S. dollars in thousands) | 2026 | 2025 | ||||||
| Net cash used in operating activities | $ | (3,739 | ) | (2,472 | ) | |||
| Net cash used in investing activities | $ | 7,490 | (7,609 | ) | ||||
| Net cash provided (used) by financing activities | $ | - | (109 | ) | ||||
| Change in cash, cash equivalents | $ | 3,751 | (10,190 | ) | ||||
| Cash, cash equivalents at beginning of period | $ | 3,985 | 16,483 | |||||
| Cash, cash equivalents at end of period | $ | 7,736 | 6,293 | |||||
Net cash used in operating activities
For the six months ended June 30, 2026, net cash used in operating activities was mainly due to a net loss of $4.4 million, which was offset by depreciation and amortization of $0.12 million, share-based compensation expenses of $0.31 million and changes in other working capital items of $0.23 million as shown in the condensed consolidated statement of cash flows of the interim financial statements.
For the six months ended June 30, 2025, net cash used in operating activities was mainly due to a net loss of $3.18 million, which was offset by depreciation and amortization of $0.12 million, share-based compensation expenses of $0.32 million and changes in other working capital items of $0.27 million as shown in the condensed consolidated statement of cash flows of the interim financial statements.
Investing Activities
For the six months ended June 30, 2026, net cash provided by investing activities was primarily attributable to the maturity of $7.5 million of short-term bank deposits.
For the six months ended June 30, 2025, net cash used in investing activities was mainly due to a $7.6 million investment in short-term bank deposits.
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Financing Activities
There were no financing activities during the six months ended June 30, 2026 as we finished repaying a loan from a commercial bank during the end of 2025.
Net cash used in financing activities of $0.11 million for the six months ended June 30, 2025 was mainly due to the repayment of principal relating to straight loan received from commercial bank of $0.13 million offset by proceeds received from exercise of options into shares of $0.02 million.
Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements as of June 30, 2026.
Critical Accounting Policies and Estimates
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Our management believes that the estimates, judgment and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.
See Note 2 to the audited consolidated financial statements for the year ended December 31, 2025 in the Annual Report for additional information regarding these and our other significant accounting policies.
Quantitative and Qualitative Disclosures about Market Risk
We are exposed to market risk from changes in exchange rates, interest rates and inflation. All of these market risks arise in the ordinary course of business, as we do not engage in speculative trading activities. The following analysis provides additional information regarding these risks.
Foreign Currency and Exchange Risk
Our functional currency and all of our subsidiaries all of which are primarily a direct and integral component of our operation is the U.S. dollars, as the U.S. dollars is the primary currency of the economic environment in which us and our subsidiaries have operated (which is the currency of the environment in which an entity primarily generates cash) and expects to continue to operate in the foreseeable future. Our sales are mainly denominated in U.S. dollars. A significant portion of our operating costs are in Israel and in Russia, consisting principally of salaries and related personnel expenses, and facility expenses, which are denominated in NIS and RUB. This foreign currency exposure gives rise to market risk associated with exchange rate movements of the U.S. dollar against the NIS and RUB. Furthermore, we anticipate that a significant portion of our expenses will continue to be denominated in NIS and RUB. We do not hedge against currency risk. We cannot predict any future trends in the rate of appreciation or devaluation (if any) of the NIS against the U.S. dollar. For example, the NIS appreciated significantly relative to the U.S. dollar, on average, by 12.5% in 2025 and by approximately 10% during the six months ended June 30, 2026, thereby increasing the U.S. dollar cost of our NIS-denominated expenses. Any significant revaluation of the NIS or RUB may materially and adversely affect our cash flows, revenues and financial condition. A hypothetical 10% change in foreign currency exchange rates applicable to our business would have had an impact on our results for the six months ended June 30, 2026 of $0.4 million due to NIS, and $0.03 million due to RUB. Fluctuations in the NIS or RUB exchange rate, or even the appearance of instability in such exchange rate, could adversely affect our ability to operate our business and may impact our results of operations.
Impact of Inflation
While it is difficult to accurately measure the impact of inflation due to the imprecise nature of the estimates required, we do not believe inflation has had a material effect on our historical results of operations and financial condition. However, if our costs were to become subject to significant inflationary pressures, we may not be able to fully offset higher costs through price increases or other corrective measures, and our inability or failure to do so could adversely affect our business, financial condition and results of operations.
Equity price risk
As we have not invested in securities riskier than short-term bank deposits, we do not believe that changes in equity prices pose a material risk to our holdings. However, decreases in the market price of our ordinary shares or could make it more difficult for us to raise additional funds in the future or require us to raise funds at terms unfavorable to us.
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