Beamr Imaging Ltd 6-K, filed Mar 2, 2023
Beamr Imaging Ltd. (BMR)
About this 6-K
Beamr Imaging Ltd filed this 6-K on March 2, 2023.
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 March 2023
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 ☐
CONTENTS
Attached hereto and incorporated herein is the Registrant’s: (i) press release issued on February 27, 2023, titled “Beamr Imaging Ltd. Announces Pricing of Initial Public Offering”; and (ii) press release issued on March 2, 2023, titled “Beamr Imaging Ltd. Announces Closing of Initial Public Offering.”
1
EXHIBIT INDEX
| Exhibit No. | ||
| 99.1 | Press release titled: “Beamr Imaging Ltd. Announces Pricing of Initial Public Offering”. | |
| 99.2 | Press release titled: “Beamr Imaging Ltd. Announces Closing of Initial Public Offering.” |
2
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: March 2, 2023 | By: | /s/ Sharon Carmel |
| Name: | Sharon Carmel | |
| Title: | Chief Executive Officer | |
3
Exhibit 99.1
Beamr Imaging Ltd. Announces Pricing of Initial Public Offering
Herzeliya, Israel, Feb. 27, 2023 (GLOBE NEWSWIRE) -- Beamr Imaging Ltd. (Nasdaq: BMR) (“Beamr” or the “Company”), an innovator of video encoding, transcoding and optimization solutions that enable high quality, performance, and unmatched bitrate efficiency for video and images, today announced the pricing of its initial public offering of 1,950,000 ordinary shares at a public offering price of $4.00 per share, for aggregate gross proceeds of $7,800,000 prior to deducting underwriting discounts and other offering expenses. In addition, the Company has granted the underwriters a 45-day option to purchase up to an additional 292,500 ordinary shares at the public offering price less discounts, to cover over-allotments.
The ordinary shares are expected to begin trading on the Nasdaq Capital Market under the ticker symbol “BMR” on February 28, 2023. The offering is expected to close on March 2, 2023, subject to satisfaction of customary closing conditions.
The net proceeds from the initial public offering are expected to be used for research and development, sales and marketing, cloud operating costs and general and administrative corporate purposes, which includes working capital and capital expenditures.
ThinkEquity is acting as sole book-running manager for the offering.
The registration statement on Form F-1 (File No. 333-262904) relating to the shares being sold in this offering has been filed with the U.S. Securities and Exchange Commission (the “SEC”) and became effective on February 27, 2023. A final prospectus related to the proposed offering will be filed and made available on the SEC’s website at https://www.sec.gov/. The offering is being made only by means of a prospectus. Electronic copies of the final prospectus may be obtained, when available, from ThinkEquity, 17 State Street, 41st Floor, New York, New York 10004, by telephone at (877) 436-3673 and by email at prospectus@think-equity.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Beamr Imaging Ltd.
Beamr Imaging Ltd. (“we” “us” or the “Company”) is an innovator of video encoding, transcoding and optimization solutions that enable high quality, performance, and unmatched bitrate efficiency for video and images. With our Emmy®-winning patented technology and award-winning services, we help our customers realize the potential of video encoding and media optimization to address business-critical challenges. Our customers include tier one over-the-top, content distributors, video streaming platforms, and Hollywood studios who 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. For more information, please visit www.beamr.com.
Forward Looking Statements
This press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. 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 initial public offering, the use of proceeds from the offering, the expected date for the Company’s ordinary shares to begin trading on the Nasdaq Capital Market 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 preliminary prospectus (Registration No. 333-262904), filed with the SEC on February 21, 2023. 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:
Danny Sandler, Chief Financial Officer
investorrelations@beamr.com
Exhibit 99.2
Beamr Imaging Ltd. Announces Closing of Initial Public Offering
Herzeliya, Israel, March 02, 2023 (GLOBE NEWSWIRE) -- Beamr Imaging Ltd. (Nasdaq: BMR) ("Beamr" or the "Company"), an innovator of video encoding, transcoding and optimization solutions that enable high quality, performance, and unmatched bitrate efficiency for video and images, today announced the closing of its initial public offering of 1,950,000 ordinary shares at a public offering price of $4.00 per share, for aggregate gross proceeds of $7,800,000 prior to deducting underwriting discounts and other offering expenses. In addition, the Company has granted the underwriters a 45-day option to purchase up to an additional 292,500 ordinary shares at the public offering price less discounts, to cover over-allotments.
The ordinary shares began trading on the Nasdaq Capital Market under the ticker symbol “BMR” on February 28, 2023.
The net proceeds from the initial public offering are expected to be used for research and development, sales and marketing, cloud operating costs and general and administrative corporate purposes, which includes working capital and capital expenditures.
ThinkEquity acted as sole book-running manager for the offering.
The registration statement on Form F-1 (File No. 333-262904) relating to the shares being sold in this offering was filed with the U.S. Securities and Exchange Commission (the “SEC”) and became effective on February 27, 2023. A final prospectus related to the offering was filed and made available on the SEC’s website at https://www.sec.gov/. The offering is being made only by means of a prospectus. Electronic copies of the final prospectus may be obtained, when available, from ThinkEquity, 17 State Street, 41st Floor, New York, New York 10004, by telephone at (877) 436-3673 and by email at prospectus@think-equity.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Beamr Imaging Ltd.
Beamr Imaging Ltd. (“we” “us” or the “Company”) is an innovator of video encoding, transcoding and optimization solutions that enable high quality, performance, and unmatched bitrate efficiency for video and images. With our Emmy®-winning patented technology and award-winning services, we help our customers realize the potential of video encoding and media optimization to address business-critical challenges. Our customers include tier one over-the-top, content distributors, video streaming platforms, and Hollywood studios who 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. For more information, please visit www.beamr.com.
Forward-Looking Statements
This press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. 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 intended use of proceeds from 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 prospectus (Registration No. 333-262904), dated February 27, 2023 and 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 Contact:
Danny Sandler, Chief Financial Officer
investorrelations@beamr.com