Beamr Imaging Ltd 20-F for FY2022

Beamr Imaging Ltd. (BMR)

20-F 2023-04-24 For: 2022-12-31

Added on April 12, 2026

About this 20-F

Beamr Imaging Ltd filed this 20-F on April 24, 2023, covering the fiscal year ended December 31, 2022 (FY2022).

Headline figures

Fiscal year ended December 31, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $2.86M; down 13.2% from $3.3M a year earlier
Net loss: $1.25M; compared with a net loss of $952K a year earlier
Diluted EPS: -$0.48; compared with -$0.37 a year earlier

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Title of each class to be registered		Trading Symbol(s)		Name of each exchange on which each class is to be registered
Ordinary shares, par value NIS 0.05 per share		BMR		Nasdaq Capital Market

Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer	☒
		Emerging Growth Company	☒

		Page
INTRODUCTION		iii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		iv
EXPLANATORY NOTE

PART I		1

ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	1
ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE	1
ITEM 3.	KEY INFORMATION	1
A.	Reserved	1
B.	Capitalization and Indebtedness	1
C.	Reasons for the Offer and Use of Proceeds	1
D.	Risk Factors	1
ITEM 4.	INFORMATION ON THE COMPANY	43
A.	History and Development of the Company	43
B.	Business Overview	44
C.	Organizational Structure	61
D.	Property, Plants and Equipment	61
ITEM 4A.	UNRESOLVED STAFF COMMENTS	61
ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS	61
A.	Operating Results	66
B.	Liquidity and Capital Resources	69
C.	Research and Development, Patents and Licenses	72
D.	Trend Information	72
E.	Critical Accounting Estimates	73
ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	76
A.	Directors and Senior Management	76
B.	Compensation	79
C.	Board Practices	80
D.	Employees	95
E.	Share Ownership	95
F.	Disclosure of a registrant’s action to recover erroneously awarded compensation	98
ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	98
A.	Major Shareholders	98
B.	Related Party Transactions	101
C.	Interests of Experts and Counsel	102
ITEM 8.	FINANCIAL INFORMATION	102
A.	Consolidated Statements and Other Financial Information	102
B.	Significant Changes	103

ITEM 9.	THE OFFER AND LISTING	103
A.	Offer and Listing Details	103
B.	Plan of Distribution	103
C.	Markets	103
D.	Selling Shareholders	103
E.	Dilution	103
F.	Expenses of the Issue	103
ITEM 10.	ADDITIONAL INFORMATION	103
A.	Share Capital	103
B.	Articles of Association	103
C.	Material Contracts	103
D.	Exchange Controls	104
E.	Taxation	104
F.	Dividends and Paying Agents	110
G.	Statement by Experts	110
H.	Documents on Display	110
I.	Subsidiary Information	110
J.	Annual Report to Security Holders	110
ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	110
ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	111
A.	Debt Securities	111
B.	Warrants and rights	111
C.	Other Securities	111
D.	American Depositary Shares	111

PART II		112

ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	112
ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	112
ITEM 15.	CONTROLS AND PROCEDURES	112
ITEM 16.	[RESERVED]	112
ITEM 16A.	AUDIT COMMITTEE FINANCIAL EXPERT	112
ITEM 16B.	CODE OF ETHICS	112
ITEM 16C.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	113
ITEM 16D.	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	113
ITEM 16E.	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	113
ITEM 16F.	CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT	113
ITEM 16G.	CORPORATE GOVERNANCE	113
ITEM 16H.	MINE SAFETY DISCLOSURE	115
ITEM 16I.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	115

PART III		116

ITEM 17.	FINANCIAL STATEMENTS	116
ITEM 18.	FINANCIAL STATEMENTS	116
ITEM 19.	EXHIBITS	116
SIGNATURES		117

	●	Our management team has limited experience managing a public company, and the requirements of being a public company may strain our resources, divert management’s attention, and affect our ability to attract and retain qualified board members.

	●	We incur significant increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives.

	●	significant volatility in its GDP;

	●	the impact of international sanctions;

	●	high levels of inflation;

	●	increases in, or high, interest rates;

	●	price volatility in oil and other natural resources;

	●	instability in the local currency market;

	●	budget deficits;

	●	the continued operation of loss-making enterprises due to the lack of effective bankruptcy proceedings;

	●	capital flight; and

	●	significant increases in poverty rates, unemployment and underemployment.

	●	*Security*. By using public cloud platforms best security practices, we address our customers security concerns.

	●	*Reducing carbon footprint.* Smaller video files means less disk space occupied and smaller files transferred over the network from one place to another. This in turn results in lower energy consumption, which we believe is going to be an accelerator for our service adoption.

	●	the performance and reliability of our solutions;

	●	cost of deployment and return on investment in terms of cost savings;

	●	sophistication, novel and innovative intellectual property and technology, and functionality of our offerings;

	●	cross-platform operability;

	●	security;

	●	ease of implementation and use of service;

	●	high quality customer support; and

	●	price.

	Year Ended December 31,
(U.S. dollars in thousands)	2022			2021			2020
Revenues	$	2,863		$	3,300		$	3,176
Cost of revenues	$	(98	)	$	(90	)	$	(94	)
Gross profit	$	2,765		$	3,210		$	3,082
Operating expenses:
Research and development	$	(2,063	)	$	(2,032	)	$	(2,727	)
Sales and marketing	$	(905	)	$	(959	)	$	(1,371	)
General and administrative	$	(828	)	$	(773	)	$	(671	)
Other income	$	-		$	129		$	20
Operating loss	$	(1,031	)	$	(425	)	$	(1,667	)
Financing expenses, net	$	(165	)	$	(475	)	$	(697	)
Tax on income	$	(52	)	$	(52	)	$	(95	)
Net loss	$	(1,248	)	$	(952	)	$	(2,459	)

	Year Ended December 31,
(U.S. dollars in thousands)	2022			2021			2020
Revenues	$	2,863		$	3,300		$	3,176
Cost of revenues	$	(98	)	$	(90	)	$	(94	)
Gross profit	$	2,765		$	3,210		$	3,082

	Year Ended December 31,
(U.S. dollars in thousands)	2022		2021
Other income	$	-	$	129

Name	Age	Position
Sharon Carmel	52	Chief Executive Officer and Chairman
Danny Sandler	37	Chief Financial Officer
Tamar Shoham	48	Chief Technology Officer
Dan Julius	46	V.P. of Research and Development
Dani Megrelishvili	47	Chief Product Officer
Eliezer Lubitch	61	President, Beamr, Inc.
Tal Barnoach (1)	59	Director
Lluis Pedragosa (1)	44	Director
Yair Shoham (1)(2)	69	Director
Osnat Michaeli (1)(2)	54	Director

(1)	Independent director (as defined under Nasdaq Stock Market Listing Rules).

(2)	External director (as defined under the Companies Law)

Name and Principal Position	Salary⁽¹⁾		Bonus ⁽²⁾		Equity-Based Compensation ⁽³⁾		Other Compensation		Total
	(USD in thousands)
Sharon Carmel, CEO		161		-		-		--		161
Danny Sandler, CFO		159		-		18		--		177
Eliezer Lubitch, US President		241		-		26		--		267
Tamar Shoham, CTO		164		-		19		--		183
Dan Julius, VP R&D		189		-		21		--		210

Country of Principal Executive Offices		Israel
Foreign Private Issuer		Yes
Disclosure Prohibited under Home Country Law		No
Total Number of Directors		5

Part I: Gender Identity	Female		Male		Non- Binary		Did Not Disclose Gender
Directors		0		3		0		2
Part II: Demographic Background
Underrepresented Individual in Home Country Jurisdiction		0
LGBTQ+		0
Did Not Disclose Demographic Background		2

	(i)	determining whether there are deficiencies in the business management practices of our company, and making recommendations to the board of directors to improve such practices;

	(ii)	determining whether to approve certain related party transactions (including transactions in which an office holder has a personal interest and whether such transaction is extraordinary or material under Companies Law) and establishing the approval process for certain transactions with a controlling shareholder or in which a controlling shareholder has a personal interest (see “Item 6.C Directors, Senior Management and Employees—Board Practices—Approval of Related Party Transactions under Israeli Law”);

	(iii)	determining the approval process for transactions that are “non-negligible” (i.e., transactions with a controlling shareholder that are classified by the audit committee as non-negligible, even though they are not deemed extraordinary transactions), as well as determining which types of transactions would require the approval of the audit committee, optionally based on criteria which may be determined annually in advance by the audit committee;

	(iv)	examining our internal controls and internal auditor’s performance, including whether the internal auditor has sufficient resources and tools to dispose of its responsibilities;

	(v)	examining the scope of our auditor’s work and compensation and submitting a recommendation with respect thereto to our board of directors or shareholders, depending on which of them is considering the appointment of our auditor;

	(vi)	establishing procedures for the handling of employees’ complaints as to deficiencies in the management of our business and the protection to be provided to such employees; and

	(vii)	where the board of directors approves the working plan of the internal auditor, examining such working plan before its submission to the board of directors and proposing amendments thereto.

	●	the education, skills, expertise and accomplishments of the relevant director or executive;

	●	the director’s or executive’s roles and responsibilities and prior compensation agreements with him or her;

	●	the relationship between the cost of the terms of service of an office holder and the average median compensation of the other employees of the company (including those employed through manpower companies), including the impact of disparities in salary upon work relationships in the company;

	●	the possibility of reducing variable compensation at the discretion of the board of directors; and the possibility of setting a limit on the exercise value of non-cash variable compensation; and

	●	as to severance compensation, the period of service of the director or executive, the terms of his or her compensation during such service period, the company’s performance during that period of service, the person’s contribution towards the company’s achievement of its goals and the maximization of its profits, and the circumstances under which the person is leaving the company.

	●	with the exception of office holders who report directly to the chief executive officer, the link between variable compensation and long-term performance and measurable criteria;

	●	the relationship between variable and fixed compensation, and the ceiling for the value of variable compensation at the time of its grant;

	●	the conditions under which a director or executive would be required to repay compensation paid to him or her if it was later shown that the data upon which such compensation was based was inaccurate and was required to be restated in the company’s financial statements;

	●	the minimum holding or vesting period for variable, equity-based compensation; and

	●	maximum limits for severance compensation.

	●	recommending whether a compensation policy should continue in effect, if the then-current policy has a term of greater than three years (approval of either a new compensation policy or the continuation of an existing compensation policy must in any case occur every three years);

	●	recommending to the board of directors periodic updates to the compensation policy;

	●	assessing implementation of the compensation policy;

	●	determining whether the terms of compensation of certain office holders of the company need not be brought to approval of the shareholders; and

	●	determining whether to approve the terms of compensation of office holders that require the committee’s approval.

	●	information on the advisability of a given action brought for his approval or performed by him by virtue of his position; and

	●	all other important information pertaining to these actions.

	●	refrain from any conflict of interest between the performance of his duties in the company and his performance of his other duties or personal affairs;

	●	refrain from any action that is competitive with the company’s business;

	●	refrain from exploiting any business opportunity of the company to receive a personal gain for himself or others; and

	●	disclose to the company any information or documents relating to the company’s affairs which the office holder has received due to his position as an office holder.

	●	a breach of his or her duty of loyalty to the company, provided that the office holder acted in good faith and had reasonable cause to assume that his or her act would not prejudice the company’s interests; and

	●	a financial liability imposed upon him or her in favor of another person.

	●	a financial liability imposed on him or her in favor of another person by any judgment concerning an act performed in his or her capacity as an office holder, including a settlement or arbitrator’s award approved by a court;

	●	reasonable litigation expenses, including attorneys’ fees, expended by the office holder (a) as a result of an investigation or proceeding instituted against him or her by an authority authorized to conduct such investigation or proceeding, provided that (1) no indictment (as defined in the Companies Law) was filed against such office holder as a result of such investigation or proceeding; and (2) no financial liability as a substitute for the criminal proceeding (as defined in the Companies Law) was imposed upon him or her as a result of such investigation or proceeding, or, if such financial liability was imposed, it was imposed with respect to an offense that does not require proof of criminal intent; or (b) in connection with a monetary sanction;

	●	reasonable litigation expenses, including attorneys’ fees, expended by the office holder or imposed on him or her by a court: (1) in proceedings that the company institutes, or that another person institutes on the company’s behalf, against him or her; (2) in a criminal proceeding of which he or she was acquitted; or (3) as a result of a conviction for a crime that does not require proof of criminal intent; and

	●	expenses incurred by an office holder in connection with an Administrative Procedure under the Securities Law, including reasonable litigation expenses and reasonable attorneys’ fees. An “Administrative Procedure” is defined as a procedure pursuant to chapters H3 (Monetary Sanction by the Israeli Securities Authority), H4 (Administrative Enforcement Procedures of the Administrative Enforcement Committee) or I1 (Arrangement to prevent Procedures or Interruption of procedures subject to conditions) to the Securities Law.

	●	to events that in the opinion of the board of directors can be foreseen based on the company’s activities at the time that the undertaking to indemnify is made; and

	●	in amount or criterion determined by the board of directors, at the time of the giving of such undertaking to indemnify, to be reasonable under the circumstances.

	●	the office holder acts in good faith and the act or its approval does not cause harm to the company; and

	●	the office holder disclosed the nature of his or her interest in the transaction (including any significant fact or document) to the company at a reasonable time before the company’s approval of such matter.

	●	the office holder’s relatives; or

	●	any corporation in which the office holder or his or her relatives holds 5% or more of the shares or voting rights, serves as a director or general manager or has the right to appoint at least one director or the general manager.

	●	not in the ordinary course of business;

	●	not on market terms; or

	●	that is likely to have a material effect on the company’s profitability, assets or liabilities.

	●	at least a majority of the shares held by shareholders who have no personal interest in the transaction and are voting at the meeting must be voted in favor of approving the transaction, excluding abstentions; or

	●	the shares voted by shareholders who have no personal interest in the transaction who vote against the transaction represent no more than 2% of the voting rights in the company.

	●	amendment of the articles of association;

	●	increase in the company’s authorized share capital;

	●	merger; and

	●	the approval of related party transactions and acts of office holders that require shareholder approval.

	Number of Shares
Name of beneficial owner	beneficially owned		Percentage
5% or Greater Shareholder
Marker II LP (1)		2,272,150		17.6	%
Innovation Endeavors II, L.P. (2)		1,042,445		8.1	%
Disruptive Technologies III L.P. (3)		1,056,290		8.2	%
Verizon Ventures LLC (4)		1,073,731		8.3	%
Directors and Executive Officers
Sharon Carmel (5)		3,693,190		28.67	%
Danny Sandler (6)		27,750		*
Tamar Shoham (7)		92,050		*
Dan Julius (8)		114,335		*
Dani Megrelishvili (9)		42,658		*
Eliezer Lubitch (10)		286,390		2.22	%
Tal Barnoach (11)		241,105		1.87	%
Lluis Pedragosa (12)		1,584		*
Yair Shoham (12)		1,584		*
Osnat Michaeli (12)		1,584		*
All directors, director nominees and executive officers as a group (10 persons)		4,502,230		32.76	%

(11)	Consists of (i) 63,121 ordinary shares, (iii) 128,400 ordinary shares held in favor of certain beneficiaries, and (iv) options to purchase 49,584 ordinary shares that are currently exercisable or will be exercisable within 60 days from April 15, 2023. The ordinary shares do not include shares held by Disruptive Technologies III L.P. or Disruptive Technologies L.P. Does not include 17,416 options to purchase ordinary shares that are not exercisable within 60 days of April 15, 2023.

(12)	Consists of 1,584 options to purchase ordinary shares that are currently exercisable or will be exercisable within 60 days from April 15, 2023. Does not include 17,416 options to purchase ordinary shares that are not exercisable within 60 days of April 15, 2023

Participant	Aggregate Investment Amount		Number of Ordinary Shares from Conversion of AIA in our Initial Public Offering*
Sharon Carmel	$	1,100,000		343,750
Disruptive Technologies LP	$	100,000		31,250
Marker II LP	$	1,100,000		343,750
Verizon Ventures LLC	$	947,619		296,131
Innovation Endeavors II LP	$	250,000		78,125

	●	75% or more of our gross income (including our pro rata share of gross income for any company, in which we are considered to own 25% or more of the shares by value), in a taxable year is passive; or

	●	At least 50% of our assets generally determined on the basis of a quarterly average and based upon fair market value (including our pro rata share of the assets of any company in which we are considered to own 25% or more of the shares by value) are held for the production of, or produce, passive income.