Beamr Imaging Ltd 20-F for FY2023

Beamr Imaging Ltd. (BMR)

20-F 2024-03-04 For: 2023-12-31

Added on April 12, 2026

About this 20-F

Beamr Imaging Ltd filed this 20-F on March 4, 2024, covering the fiscal year ended December 31, 2023 (FY2023).

Headline figures

Fiscal year ended December 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $2.91M; up 1.6% from $2.86M a year earlier
Net loss: $695K; compared with a net loss of $1.25M a year earlier
Diluted EPS: -$0.09; compared with -$0.48 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
INDUSTRY AND MARKET DATA		vi
PRESENTATION OF FINANCIAL INFORMATION		vi
EMERGING GROWTH COMPANY STATUS		vi
TRADEMARKS AND TRADE NAMES		vii
GLOSSARY OF INDUSTRY TERMS AND CONCEPTS		vii

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	42
A.	History and Development of the Company	42
B.	Business Overview	44
C.	Organizational Structure	60
D.	Property, Plants and Equipment	60
ITEM 4A.	UNRESOLVED STAFF COMMENTS	60
ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS	60
A.	Operating Results	64
B.	Liquidity and Capital Resources	67
C.	Research and Development, Patents and Licenses	71
D.	Trend Information	71
E.	Critical Accounting Estimates	71
ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	72
A.	Directors and Senior Management	72
B.	Compensation	74
C.	Board Practices	76
D.	Employees	90
E.	Share Ownership	90
F.	Disclosure of a registrant’s action to recover erroneously awarded compensation	94
ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	94
A.	Major Shareholders	94
B.	Related Party Transactions	96
C.	Interests of Experts and Counsel	98
ITEM 8.	FINANCIAL INFORMATION	98
A.	Consolidated Statements and Other Financial Information	98
B.	Significant Changes	98

ITEM 9.	THE OFFER AND LISTING	98
A.	Offer and Listing Details	98
B.	Plan of Distribution	99
C.	Markets	99
D.	Selling Shareholders	99
E.	Dilution	99
F.	Expenses of the Issue	99
ITEM 10.	ADDITIONAL INFORMATION	99
A.	Share Capital	99
B.	Articles of Association	99
C.	Material Contracts	99
D.	Exchange Controls	99
E.	Taxation	99
F.	Dividends and Paying Agents	106
G.	Statement by Experts	106
H.	Documents on Display	106
I.	Subsidiary Information	106
J.	Annual Report to Security Holders	106
ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	106
ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	106
A.	Debt Securities	106
B.	Warrants and rights	106
C.	Other Securities	106
D.	American Depositary Shares	106

PART II		107

ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	107
ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	107
ITEM 15.	CONTROLS AND PROCEDURES	107
ITEM 16.	[RESERVED]	108
ITEM 16A.	AUDIT COMMITTEE FINANCIAL EXPERT	108
ITEM 16B.	CODE OF ETHICS	108
ITEM 16C.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	108
ITEM 16D.	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	108
ITEM 16E.	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	108
ITEM 16F.	CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT	108
ITEM 16G.	CORPORATE GOVERNANCE	109
ITEM 16H.	MINE SAFETY DISCLOSURE	111
ITEM 16I.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	111
ITEM 16J	INSIDER TRADING POLICIES	111
ITEM 16K	CYBERSECURITY	111

PART III		112

ITEM 17.	FINANCIAL STATEMENTS	112
ITEM 18.	FINANCIAL STATEMENTS	112
ITEM 19.	EXHIBITS	112
SIGNATURES		114

	●	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.

	●	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)	2023			2022			2021
Revenues	$	2,909		$	2,863		$	3,300
Cost of revenues	$	(96	)	$	(98	)	$	(90	)
Gross profit	$	2,813		$	2,765		$	3,210
Operating expenses:
Research and development	$	(1,824	)	$	(2,063	)	$	(2,032	)
Sales and marketing	$	(361	)	$	(905	)	$	(959	)
General and administrative	$	(1,506	)	$	(828	)	$	(773	)
Other income	$	-		$	-		$	129
Operating loss	$	(878	)	$	(1,031	)	$	(425	)
Financing income (expenses), net	$	222		$	(165	)	$	(475	)
Tax on income	$	(39	)	$	(52	)	$	(52	)
Net loss	$	(695	)	$	(1,248	)	$	(952	)

Name	Age	Position
Sharon Carmel	53	Chief Executive Officer and Chairman
Danny Sandler	38	Chief Financial Officer
Tamar Shoham	49	Chief Technology Officer
Michael Ozeryansky	52	V.P. of Research and Development
Dani Megrelishvili	48	Chief Product Officer
Tal Barnoach (1)	60	Director
Lluis Pedragosa (1)	45	Director
Yair Shoham (1)(2)	70	Director
Osnat Michaeli (1)(2)	55	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		146		—		—		—		146
Danny Sandler, CFO		151		20		36		—		207
Eliezer Lubitch, US President⁽⁴⁾		69		—		14		—		83
Tamar Shoham, CTO		157		—		19		—		176
Dani Megrelishvili, CPO		152		—		146		—		298

(1)	Salary includes the officer’s gross salary plus payment by us of social benefits on behalf of the officer. Such benefits may include payments, contributions and/or allocations for savings funds (e.g., Managers’ Life Insurance Policy), pension, severance, risk insurance (e.g., life, or work disability insurance), payments for social security and tax gross-up payments, vacation, medical insurance and benefits, convalescence or recreation pay and other benefits and perquisites consistent with our policies.

(2)	Represents annual bonuses granted to the officer based on formulas set forth in the respective resolutions of our Compensation Committee and Board of Directors with respect to 2023.

(3)	Represents the equity-based compensation expenses recorded in our financial statements for the year ended December 31, 2023, based on the securities’ fair value on the grant date, calculated in accordance with applicable accounting guidance for equity-based compensation. For a discussion of the assumptions used in reaching this valuation, see Note 12 to our financial statements included in this Annual Report.

(4)	Eliezer Lubitch ceased being one of our executive officers on July 31, 2023, but has remained employed by us as U.S. General Manager.

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		1		4		0		0
Part II: Demographic Background
Underrepresented Individual in Home Country Jurisdiction		0
LGBTQ+		0
Did Not Disclose Demographic Background		0

	(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.

Name of beneficial owner	Number of Shares beneficially owned		Percentage of Shares beneficially owned
5% or Greater Shareholder
Disruptive Technologies III L.P.⁽¹⁾		1,056,290		7.0	%
Directors and Executive Officers
Sharon Carmel⁽²⁾		3,693,190		24.5	%
Danny Sandler⁽³⁾		41,250		*
Tamar Shoham⁽⁴⁾		101,425		*
Dani Megrelishvili⁽⁵⁾		88,647		*
Michael Ozeryansky
Tal Barnoach⁽⁶⁾		117,985		*
Lluis Pedragosa⁽⁷⁾		6,864		*
Yair Shoham⁽⁷⁾		6,864		*
Osnat Michaeli⁽⁷⁾		6,864		*
All directors, director nominees and executive officers as a group (9 persons)		4,063,089		26.9	%

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.

	2023		2022
(USD)
Audit fees ⁽¹⁾		126,395		35,096
Tax fees⁽²⁾		1,275		-
All other fees		0		0
Total		127,670		35,096

	●	Nomination of Directors. We will not have to comply with the requirements that we have a nominating committee composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

	●	Director Independence. Israeli law does not require that a majority of the directors serving on our board of directors be “independent,” as defined under Nasdaq Stock Market Rule 5605(a)(2), and rather requires we have at least two external directors who meet the requirements of the Companies Law, as described below under “Management—Board Practices—External Directors.” The definition of independent director under Nasdaq Stock Market rules and external director under the Companies Law overlap to a significant degree such that we would generally expect the directors serving as external directors to satisfy the requirements to be independent under Nasdaq Stock Market rules. However, it is possible for a director to qualify as an “external director’’ under the Companies Law without qualifying as an “independent director’’ under the Nasdaq Stock Market rules, or vice-versa. Notwithstanding Israeli law, we believe that a majority of our directors will be “independent” under the Nasdaq Stock Market rules. We are required, however, to ensure that all members of our Audit Committee are “independent” under the applicable Nasdaq and SEC criteria for independence (as we cannot exempt ourselves from compliance with that SEC independence requirement, despite our status as a foreign private issuer), and we must also ensure that a majority of the members of our Audit Committee are “independent directors” as defined in the Companies Law. Furthermore, Israeli law does not require, nor do our independent directors conduct, regularly scheduled meetings at which only they are present, which the Nasdaq Stock Market rules otherwise require

	●	Approval of Related Party Transactions. All related party transactions are approved in accordance with the requirements and procedures for approval of interested party acts and transaction as set forth in the Companies Law, which requires the approval of the audit committee, or the compensation committee, as the case may be, the board of directors and shareholders, as may be applicable, for specified transactions, rather than approval by the audit committee or other independent body of our board of directors as required under the Nasdaq Stock Market rules. See “Item 6.C Directors, Senior Management and Employees—Board Practices—Approval of Related Party Transactions under Israeli Law” for additional information.

	●	Annual Shareholders Meeting. As opposed to the Nasdaq Stock Market Rule 5620(a), which mandates that a listed company hold its annual shareholders meeting within one year of the company’s fiscal year-end, we are required, under the Companies Law, to hold an annual shareholders meeting each calendar year and within 15 months of the last annual shareholders meeting.

	●	Distribution of periodic reports to shareholders; proxy solicitation. As opposed to the Nasdaq Stock Market rules, which require listed issuers to make such reports available to shareholders in one of a number of specific manners, Israeli law does not require us to distribute periodic reports directly to shareholders, and the generally accepted business practice in Israel is not to distribute such reports to shareholders but to make such reports available through a public website. In addition to making such reports available on a public website, we currently make our audited consolidated financial statements available to our shareholders at our offices and will only mail such reports to shareholders upon request. As a foreign private issuer, we are generally exempt from the SEC’s proxy solicitation rules.

Exhibit No.		Description
1.1		Amended and Restated Articles of Association of the Registrant (filed as Exhibit 99.1 to our Report on Form 6-K as filed with the Securities and Exchange Commission on March 8, 2023, and incorporated herein by reference)
2.1		Description of Securities Registered under Section 12 (filed as Exhibit 2.1 to our Annual Report on Form 20-F as filed with the Securities and Exchange Commission on April 24, 2023, and incorporated herein by reference).
4.1		Specimen share certificate of the Registrant (filed as Exhibit 4.1 to our Registration Statement on Form F-1 as filed with the Securities and Exchange Commission on August 15, 2022, and incorporated herein by reference)
10.1		Form of Indemnification Agreement (filed as Exhibit 10.1 to our Registration Statement on Form F-1 as filed with the Securities and Exchange Commission on February 22, 2022, and incorporated herein by reference)
10.2+		2010 Option Plan (filed as Exhibit 10.2 to our Registration Statement on Form F-1 as filed with the Securities and Exchange Commission on February 22, 2022, and incorporated herein by reference)
10.3+		2015 Share Incentive Plan (filed as Exhibit 10.3 to our Registration Statement on Form F-1 as filed with the Securities and Exchange Commission on February 22, 2022, and incorporated herein by reference)
10.4*+		Compensation Policy
10.5		Warrant to Purchase Shares issued February 19, 2017 to Silicon Valley Bank (filed as Exhibit 10.6 to our Registration Statement on Form F-1 as filed with the Securities and Exchange Commission on February 22, 2022, and incorporated herein by reference).
10.6		Form of Advance Investment Agreement dated August 6, 2019 (filed as Exhibit 10.7 to our Registration Statement on Form F-1 as filed with the Securities and Exchange Commission on February 22, 2022, and incorporated herein by reference).