Beamr Imaging Ltd 6-K, filed Aug 6, 2024
Beamr Imaging Ltd. (BMR)
About this 6-K
Beamr Imaging Ltd filed this 6-K on August 6, 2024.
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:
(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 Statement on Form S-8 (File No. 333-272779) 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Form F-3 (File No. 333-277787), to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.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 6, 2024, Beamr Imaging Ltd. (the “Company”) issued a press release entitled “Beamr Issues Q2-2024 CEO Letter to Shareholders and Announces First Half 2024 Financial Results”. In addition, on the same day, the Company issued condensed consolidated interim financial statements (unaudited) as of June 30, 2024 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 6, 2024. | |
| 99.2 | Condensed Consolidated Interim Financial Statements (unaudited) as of June 30, 2024. | |
| 99.3 | Operating and Financial Review and Prospects as of June 30, 2024. | |
| 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) |
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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 6, 2024 | By: | /s/ Sharon Carmel |
| Name: | Sharon Carmel | |
| Title: | Chief Executive Officer | |
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Exhibit 99.1
Beamr in Q2-2024: Enhancements to Beamr Cloud and Collaborations with Industry Giants
Beamr Issues Q2-2024 CEO Letter to Shareholders and Announces its First Half 2024 Financial Results
Herzliya, Israel, Aug. 06, 2024 (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, including its financial results for the six months ended June 30, 2024.
Dear Shareholders:
I am pleased to update you on our Q2-2024 activities and progress, which include significant developments in Beamr Cloud video services, Beamr product enhancements and collaborations with industry giants.
These developments span the integration of artificial intelligence (AI) features into Beamr Cloud, an improved pricing model for our products and demonstrations at industry premier events, including optimization of real-time video streaming and videos rendered from 3D models.
To support our future growth, we have appointed two new senior management roles, a Chief Operations Officer and a Head of Human Resources.
We believe that Beamr Cloud’s new AI services are only the tip of the iceberg – as the video world undergoes a revolution, video processes are no longer focused mainly on storage and streaming challenges, but also video that itself transforms into AI video.
AI video allows, for example, searching inside the video just like in text. It could also include enhancement of quality, appearance and acceleration of delivery to customers. Later this year, we plan to release additional video AI enhancement features into Beamr Cloud.
While we continuously maintain our progress, in this letter I will highlight our achievements in Q2-2024 and the first half of 2024, along with recent developments and plans for the coming months.
Significant Developments in Beamr Cloud Video Services
Beamr Cloud was launched in February 2024, designed to provide an automatic, easy-to-use and scalable video processing in the cloud. Beamr Cloud was first launched on Amazon Web Service (AWS) and is now available via Oracle Cloud Infrastructure (OCI) as well (see “Collaborations with Industry Giants” below).
Along with high-performance video processes, based on GPU accelerated computing, Beamr Cloud aims to support modernization of video repositories and libraries to advance formats such as AV1 (AOMedia Video 1) - a high-quality, future-proofed and royalty free video format backed by tech giants.
Thanks to Beamr’s technological ability to significantly reduce video files size without compromising quality, Beamr Cloud is poised to accelerate machine learning training. Case studies published by Beamr showed that optimizing videos, leveraging them with smaller, faster capabilities, had no negative impact on video AI processes.
Product Enhancements
Successfully achieving our Q2-2024 plan, the first AI video capabilities were integrated into Beamr Cloud. The AI video enhancements allow automatic caption and transcription generation for videos in multiple languages.
Incorporating these AI features is a first step in augmenting Beamr Cloud with cutting-edge services. We consider AI video to be at the forefront of the video industry in the coming years, shifting and improving current video processes, hence we plan to provide our customers with such workflows.
Since launching Beamr Cloud in February 2024, we have been in constant contact with dozens of prospective customers from enterprises to medium-sized and small businesses. This has resulted in improving the pricing model of our products to a “flexible pricing model”, including three tiers:
| (1) | Special plans for enterprises, including secured virtual private cloud (VPC) as well as other capabilities tailored to their needs. |
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| (2) | Subscription plans for long-term contracts, with flexible pricing according to usage growth. |
| (3) | Prepaid packages for users with specific video needs, such as video archives. |
These flexible pricing model plans are available for customers of the cloud platforms, AWS and OCI, allowing them immediate and automated onboarding to Beamr Cloud’s optimization, modernization and AI services.
Collaboration with Industry Giants
ACM Mile-High-Video 2024
In February 2024, we presented research on automated video modernization to the advanced format, AV1, at ACM Mile-High-Video 2024, a flagship video formats and streaming event.
GTC – GPU Technology Conference
In March 2024, we presented at GTC, a global conference about the future of AI and accelerated computing, in which we spotlighted plans for integrating AI workflows into Beamr Cloud.
NAB Show 2024
In April 2024, Beamr demonstrated how our perceptual optimization technology (CABR), accelerated by GPUs, is poised to overcome 5G bandwidth bottlenecks that are due to internet providers’ difficulty to support the always-growing demand for real-time video streaming required for live event transmission and other use cases.
Oracle Inc.
Beamr Cloud was launched on OCI in June 2024. OCI is the second cloud service that provides to its customers Beamr’s GPU-based video optimization services, following AWS.
When we announced this collaboration with Oracle, David Hicks, Oracle’s group vice president, Worldwide ISV Cloud Business Development said in a joint press release : “Beamr’s commitment to innovation with the Oracle Cloud and quality execution helps our mutual customers receive cloud-enabled, automated, and scalable video processing solutions ready to meet critical business needs.”.
The collaboration with OCI has opened access to customers of both companies to the newest generation of GPUs, and preliminary testing showed the potential for increased video processing speed by up to 30%. Alongside the enhanced service on a second cloud platform, Beamr has achieved “Powered by Oracle Cloud” expertise and was chosen as one of OCI’s AI innovators .
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SIGGRAPH 2024
In July 2024, Beamr participated in SIGGRAPH 2024, the premier conference on computer graphics and interactive tech. Beamr demonstrated the optimization process of a massive high-quality, high-resolution video rendered from 3D design - reducing it to one-fourth of its original size while securing the same quality. The demonstration was on Oracle Cloud Infrastructure, using GPU-accelerated computing.
The Way Forward - Accelerated Growth
In Q2-2024 and continuing into Q3-2024, we strengthened and expanded our activities, mainly due to raising gross proceeds of approximately $13.8 million in an underwritten offering (prior to deducting underwriting discounts and other offering expenses) that we closed in February 2024.
To further accelerate Beamr’s growth, we have recently appointed a Chief Operations Officer, Mr. Haggai Barel. In his new role, Mr. Barel will be responsible for advancing Beamr’s significant growth in research & development, product and marketing, and will be an essential contributor in building and promoting Beamr Cloud.
Furthermore, we have appointed Ms. Yael Carter as Head of Human Resources. Ms. Carter will contribute significantly to scaling Beamr’s workforce in order to drive the growth of our company and cloud services.
In the coming months, our enhanced management, together with our marketing, sales and research and development teams, will focus on the rapid addition of unique cloud capabilities that will further differentiate Beamr Cloud from other services, alongside seeking out new opportunities for further collaborations and partnerships, distribution agreements and contracts with new customers.
First Half 2024 Financial Results
| ● | Revenues increased by $0.05 million, or 5% to $1 million for the six months ended June 30, 2024, from $0.955 million for the six months ended June 30, 2023. The increase was primarily due to signing new license agreements offset by certain license agreements that were terminated. | |
| ● | Cost of revenues increased by $0.035 million, or 71% to $0.085 million for the six months ended June 30, 2024, from $0.05 million for the six months ended June 30, 2023. The increase was primarily due to amortization of capitalized internal-use software costs related to our Beamr Cloud SaaS solution. | |
| ● | Research and development expenses increased by $0.09 million, or 10% to $1 million for the six months ended June 30, 2024, from $0.912 million for the six months ended June 30, 2023. The increase was mainly due to an increase in subcontractors’ professional fees. | |
| ● | Selling and marketing expenses increased by $0.113 million, or 57% to $0.3 million for the six months ended June 30, 2024, from $0.197 million for the six months ended June 30, 2023. The increase was primarily due to costs related to the hiring of a new sales executive, as well as conference expenses. | |
| ● | General and administrative expenses increased by $0.35 million, or 44% to $1.15 million for of six months ended June 30, 2024, from $0.8 million for of six months ended June 30, 2023. The increase was primarily due to service providers expenses related to the company being a public entity (legal, insurance, accounting, NASDAQ fees, Sarbanes Oxley and investor relations). | |
| ● | Financing income decreased by $0.62 million, or 273% to $(0.4) million for the six months ended June 30, 2024, from $0.23 million for the six months ended June 30, 2023. The decrease was primarily due to changes in the fair value of derivative warrants liability related to certain warrants granted to a commercial bank offset by income from interest on bank deposits. | |
| ● | Net loss for the six months ended June 30, 2024 was $1.96 million or $0.13 basic net loss per ordinary share, compared to a net loss of $0.78 million, or $0.08 basic net loss per ordinary share, in the six months ended June 30, 2023. The increase in the net loss is attributed mainly to above change in the operating expenses. | |
| ● | Beamr ended the second quarter of 2024 with $14.1 million in cash and cash equivalents, compared to $6.2 million as of the second quarter ended 2023. In addition, Beamr has $3.5 million in short-term bank deposits as of the second quarter ended 2024. |
We look forward to informing you in Q3 of our exciting developments and achievements.
Respectfully,
Sharon Carmel
Chief Executive Officer, Beamr Imaging Ltd.
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About Beamr
Beamr (Nasdaq: BMR) is a world leader in content adaptive video solutions. Backed by 53 granted patents, and winner of the 2021 Technology and Engineering Emmy® award and the 2021 Seagate Lyve Innovator of the Year award, Beamr’s perceptual optimization technology enables up to a 50% reduction in bitrate with guaranteed quality. www.beamr.com
Forward-Looking Statements
This press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. Forward-looking statements in this communication may include, among other things, statements about Beamr’s strategic and business plans, technology, relationships, objectives and expectations for its business, the impact of trends on and interest in its business, intellectual property or product and its future results, operations and financial performance and condition. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” “will” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. 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 March 4, 2024 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
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Exhibit 99.2
BEAMR IMAGING LTD.
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2024
BEAMR IMAGING LTD.
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2024
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, |
|||||||
| 2024 | 2023 | |||||||
| Unaudited | ||||||||
| 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: | ||||||||
| Current maturities of loans, net | $ | $ | ||||||
| Account payables | ||||||||
| Deferred revenues | ||||||||
| Liability to controlling shareholder, net | ||||||||
| Other current liabilities | ||||||||
| Total current liabilities | ||||||||
| Non-current liabilities: | ||||||||
| Loans, net of current maturities | ||||||||
| 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 STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(U.S. dollars in thousands except share and per share amounts)
| Six-month period ended June 30, |
||||||||
| 2024 | 2023 | |||||||
| Unaudited | ||||||||
| Revenues | $ | $ | ||||||
| Cost of revenues | ( |
) | ( |
) | ||||
| Gross profit | ||||||||
| Research and development expenses | ( |
) | ( |
) | ||||
| Sales and marketing expenses | ( |
) | ( |
) | ||||
| General and administrative expenses | ( |
) | ( |
) | ||||
| Operating loss | ( |
) | ( |
) | ||||
| Financing income (expense), net | ( |
) | ||||||
| Loss before taxes on income | ( |
) | ( |
) | ||||
| Taxes on income | ( |
) | ( |
) | ||||
| Net loss and comprehensive loss for the period | $ | ( |
) | $ | ( |
) | ||
| Basic net loss per share | $ | ( |
) | $ | ( |
) | ||
| Weighted average number of Ordinary Shares outstanding used in computing basic net loss per share | ||||||||
| Diluted net loss per share | $ | ( |
) | $ | ( |
) | ||
| Weighted average number of Ordinary Shares outstanding used in computing diluted 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 | Convertible Ordinary 1 and 2 shares | Convertible Preferred shares | Additional paid-in | Accumulated | Total shareholders’ Equity | |||||||||||||||||||||||||||||||
| Number | Amount | Number | Amount | Number | Amount | capital | deficit | (deficit) | ||||||||||||||||||||||||||||
| Balance as of December 31, 2022 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
| Issuance of Ordinary Shares upon completion of an initial public offering, net of offering expenses | - | - | ||||||||||||||||||||||||||||||||||
| Voluntary conversion of all shares with preferences over Ordinary Shares into Ordinary Shares | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Automatic conversion of all convertible advanced investments into Ordinary Shares | - | - | ||||||||||||||||||||||||||||||||||
| Deemed dividend resulted from trigger of down round protection feature of certain warrants granted | - | - | - | ( | ) | |||||||||||||||||||||||||||||||
| Share-based compensation (Note 4) | - | - | - | |||||||||||||||||||||||||||||||||
| Exercise of options into ordinary shares to be issued (Note 4) | - | - | ||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance as of June 30, 2023 (unaudited) | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
| (*) |
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-4
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, 2023 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Issuance of Ordinary Shares upon completion of an initial public offering (including exercise of over-allotment option), net of offering expenses (Note 3A) | ||||||||||||||||||||
| Issuance of Ordinary Shares upon cashless exercise of Warrants (Note 3B) | ( | ) | ||||||||||||||||||
| Amount classified to equity upon determination of the exercise price (Note 3B) | ||||||||||||||||||||
| Share-based compensation (Note 4) | - | |||||||||||||||||||
| Exercise of options into ordinary shares to be issued (Note 4) | ||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance as of June 30, 2024 (unaudited) | $ | $ | $ | ( | ) | $ | ||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-5
BEAMR IMAGING LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(U.S. dollars in thousands)
| Six-month period ended June 30, | ||||||||
| 2024 | 2023 | |||||||
| 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 4) | ||||||||
| Change in the fair value of convertible advanced investments | ( | ) | ||||||
| Amortization of discount on straight loan received from commercial bank | ||||||||
| Exchange rate differences on straight loan received from commercial bank | ( | ) | ( | ) | ||||
| Change in the fair value of derivative warrant liability (Note 5) | ( | ) | ||||||
| Change in estimation of maturity date of liability to controlling shareholder (Note 6) | ||||||||
| Amortization of discount and accrued interest on straight loan from controlling shareholder (Note 6) | ||||||||
| Exchange rate differences on straight loan from controlling shareholder (Note 6) | ( | ) | ( | ) | ||||
| Decrease (increase) in trade receivables | ||||||||
| Increase in other current assets | ( | ) | ( | ) | ||||
| Decrease in accounts payable | ( | ) | ( | ) | ||||
| Decrease in deferred revenues | ( | ) | ( | ) | ||||
| Increase in other current liabilities | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Capitalization of internal-use software | ( | ) | ||||||
| Investment is short-term bank deposit | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Repayment of principal relating to straight loan received from commercial bank | ( | ) | ( | ) | ||||
| Net proceeds received upon completion of initial public offering transaction | ||||||||
| Net proceeds received upon completion of public offering transaction (Note 3A) | ||||||||
| Proceeds from loan received from controlling shareholder (Note 6) | ||||||||
| Repayment of principal relating to straight loan received from controlling shareholder (Note 6) | ( | ) | ( | ) | ||||
| Proceeds received from exercise of options into shares to be issued (Note 4) | ||||||||
| Net cash provided by financing activities | ||||||||
| Change in cash, cash equivalents | ||||||||
| Cash, cash equivalents at beginning of period | ||||||||
| Cash, cash equivalents at end of period | $ | $ | ||||||
| Non-cash financing activities: | ||||||||
| Amount classified to equity upon determination of the exercise price (Note 3) | $ | $ | ||||||
| Share-based compensation capitalized in internal-use software | $ | $ | ||||||
| Automatic conversion of convertible advanced investments into shares | $ | $ | ||||||
| Deemed dividend upon trigger of down round protection | $ | $ | ( | ) | ||||
| 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-6
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 on October 1, 2009 under the laws of the State of Israel and it engages mainly development of optimization technologies for video and photo compression.
On February 20, 2024, the Company launched its next generation product, a cloud-based software-as-a-Service (“SaaS”) solution that aims to simplify video processing and make it accessible and affordable to everyone. On June 11, 2024, the Company announced that its SaaS solution is available on Oracle Cloud Infrastructure cloud.
| B. | 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. market.
| 2. | Beamr Imaging RU LLC |
In 2016, the Company incorporated a wholly-owned limited Russian 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”.
| C. | 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 six month period ended June 30, 2024, the Company had net losses of $
During the year ended December 31,
2023, the Company raised net proceeds of $
In addition, on
March 8, 2024, the Company’s filed a shelf registration statement on Form F-3 (the “Shelf Registration Statement”), which
was declared effective by the Securities and Exchange Commission (the “SEC”) on March 19, 2024, which permits the Company
to register up to $
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.
F-7
BEAMR IMAGING LTD.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(U.S. dollars in thousands)
NOTE 1 - GENERAL (Cont.)
| D. | 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 some of its software development and design, quality assurance and support in Russia using personnel located there. While most 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 in Russia, and the Company 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 June 30, 2024, two employees have relocated from Russia to Serbia and are employes as subcontractors of the Company.
| E. | The impact of Iron Sword War (Israel-Hamas war) |
On October 7, 2023, the State of Israel was attacked by the Hamas terrorist organization, and as a result, the State of Israel declared a state of war and a large-scale mobilization of reserves (the “War”) which is an exceptional event with security and economic implications, the scope and outcome of which cannot be predicted. Following the outbreak of the War, the State of Israel took and is continuing to take significant steps to maintain the security of Israeli residents, which has had and continues to have a significant impact on economic and business activity in the country. The management regularly monitors developments and acts in accordance with the guidelines of the various authorities. Since this is an event beyond the Company’s control and characterized by uncertainty, inter alia as to when the War will end, as of the approval date of these unaudited condensed interim consolidated financial statements, the Company is unable to predict the intensity of the impact of the War on the Company’s financial condition and the results of its operations.
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, 2023, which was filed with the SEC on March 4, 2024. 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 six month period ended June 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 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) revenues recognition; (ii) recoverability of the Company’s goodwill upon subsequent periods and (iii) measurement of fair value of equity awards.
| 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 equivalents are 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 that are readily convertible to cash with maturities of three months or less as of the date acquired.
F-8
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 |
Short-term bank deposit in 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 |
Until the completion
of the IPO in March 2023, the Company applied the two-class method as required by ASC 260-10, “Earnings Per Share” (“ASC 260-10”),
which requires the income or loss per share for each class of shares (ordinary and all other shares with preferences over ordinary shares)
to be calculated assuming
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 period using the treasury stock method with respect to stock options and certain stock warrants and using the if-converted method with respect to convertible advanced investments and certain stock warrants accounted for as derivative financial 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 stock options or warrants.
During the six month
periods ended June 30, 2024 and 2023, the total weighted average number of Ordinary Shares related to then outstanding shares with preferences
over Ordinary Shares (Convertible Ordinary 1 and 2 shares and Convertible Preferred Shares), share options and share warrants that were
excluded from the calculation of the diluted loss per share was
| Six-month period ended June 30, | ||||||||
| 2024 | 2023 | |||||||
| Unaudited | ||||||||
| Numerator: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Deemed dividend related to trigger of down round protection feature resulting from completion of an IPO | ( | ) | ||||||
| Net basic loss | $ | ( | ) | $ | ( | ) | ||
| Change in fair value of derivative warrant liability | ( | ) | ||||||
| Change in fair value of convertible advanced investment | ( | ) | ||||||
| Net diluted loss | $ | ( | ) | $ | ( | ) | ||
| Denominator: | ||||||||
| Ordinary shares used in computing basic net loss per share | ||||||||
| Incremental ordinary shares to be issued upon exercise of derivative warrant liability | ||||||||
| Incremental ordinary shares to be issued upon conversion of convertible advanced investments | ||||||||
| Ordinary shares used in computing diluted net loss per share | ||||||||
| Basic net loss per ordinary share | $ | ( | ) | $ | ( | ) | ||
| Diluted net loss per ordinary share | $ | ( | ) | $ | ( | ) | ||
F-9
BEAMR IMAGING LTD.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(U.S. dollars in thousands)
NOTE 3 - SIGNIFICANT TRANSACTIONS
| A. | Completion of underwritten U.S. public offering |
On February 12, 2024, the Company
announced the pricing of an underwritten U.S. public offering under which
On February 13, 2024, the over-allotment
option was fully exercised by the underwriter for additional gross proceeds of approximately $
Direct and incremental costs incurred
related to the IPO amounted to $
Upon satisfaction of customary closing conditions, the offering closed on February 15, 2024.
| B. | Partial cashless exercise of warrants |
| 1. | During the six month period ended June 30, 2024, the Company
issued |
| 2. | On February 22, 2024, a written notice was received by the
Company from IBI under which the exercise price of the warrant share granted in previous period to IBI to purchase |
In addition, during the six month
period ended June 30, 2024, the Company issued
F-10
BEAMR IMAGING LTD.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(U.S. dollars in thousands)
NOTE 4 - SHARE OPTIONS
On January 11, 2015, the Company’s Board of Directors approved and adopted the 2015 Share Incentive Plan (the “Plan”), pursuant to which the Company’s Board of Directors may award share options to purchase the Company’s Ordinary Shares as well as restricted shares, RSUs and other share-based awards to designated participants. Subject to the terms and conditions of the Plan, the Company’s Board of Directors has full authority in its discretion, from time to time and at any time, to determine (i) the designated participants; (ii) the terms and provisions of the respective award agreements, including, but not limited to, the number of options to be granted to each optionee, the number of shares to be covered by each option, provisions concerning the time and the extent to which the options may be exercised and the nature and duration of restrictions as to the transferability or restrictions constituting substantial risk of forfeiture and to cancel or suspend awards, as necessary; (iii) determine the fair market value of the shares covered by each award; (iv) make an election as to the type of approved 102 Option under Israeli tax law; (v) designate the type of award; (vi) take any measures, and take actions, as deemed necessary or advisable for the administration and implementation of the Plan; (vii) interpret the provisions of the Plan and to amend from time to time the terms of the Plan.
On May 22, 2024, the Company’s Board of Directors
approved to increase the number of Ordinary Shares, reserved out of the Company’s registered share capital, to be issued under the
Plan by additional
The Plan permits the grant of up to
| Number of Share Options | Weighted Average Exercise Price | Weighted average remaining contractual life | Intrinsic value | |||||||||||||
| $ | (years) | $ | ||||||||||||||
| Outstanding as of December 31, 2023 | ||||||||||||||||
| Granted | ||||||||||||||||
| Exercised | ( | ) | ||||||||||||||
| Cancelled | ( | ) | ||||||||||||||
| Outstanding as of June 30, 2024 (unaudited) | ||||||||||||||||
| Exercisable as of June 30, 2024 (unaudited) | ||||||||||||||||
| Number of Share Options | Weighted Average Exercise Price | Weighted average remaining contractual life | Intrinsic value | |||||||||||||
| $ | (years) | $ | ||||||||||||||
| Outstanding as of December 31, 2022 | ||||||||||||||||
| Granted | ||||||||||||||||
| Exercised | ( | ) | ||||||||||||||
| Forfeited or expired | ( | ) | ||||||||||||||
| Outstanding as of June 30, 2023 (unaudited) | ||||||||||||||||
| Exercisable as of June 30, 2023 (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 second quarter of each of the applicable 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.
F-11
BEAMR IMAGING LTD.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(U.S. dollars in thousands)
NOTE 4 - SHARE OPTIONS (Cont.)
| Exercise price | Share options outstanding as of June 30, 2024 | Weighted average remaining contractual term | Share options exercisable as of June 30, 2024 | 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, 2024 and 2023, was $
| six-month period ended June 30, |
||||||||
| 2024 | 2023 | |||||||
| Volatility (%) | ||||||||
| Risk-free interest rate (%) | ||||||||
| Dividend yield (%) | ||||||||
| Expected life (years) | ||||||||
| Exercise price ($) | ||||||||
| Share price ($) | ||||||||
As of June 30, 2024, there was $
| Six-month period ended June 30, |
||||||||
| 2024 | 2023 | |||||||
| Unaudited | ||||||||
| Research and development | $ | $ | ||||||
| Sales and marketing | ||||||||
| General and administrative | ||||||||
| $ | $ | |||||||
F-12
BEAMR IMAGING LTD.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(U.S. dollars in thousands)
NOTE 5 - FINANCING EXPENSES (INCOME), NET
| Six-month period ended June 30, |
||||||||
| 2024 | 2023 | |||||||
| Unaudited | ||||||||
| Change in fair value of convertible advanced investment | $ | $ | ( |
) | ||||
| Change in fair value of derivative warrant liability | ( |
) | ||||||
| Amortization of discount and accrued interest relating to straight loan received from commercial bank | ||||||||
| Amortization of discount relating to loan received from controlling shareholder | ||||||||
| Change in accounting estimates related to maturity date of loan received from controlling shareholder | ||||||||
| Interest on bank deposits | ( |
) | ( |
) | ||||
| Exchange rate differences and other finance expenses | ( |
) | ( |
) | ||||
| $ | $ | ( |
) | |||||
NOTE 6 - RELATED PARTIES TRANSACTIONS
The liability to controlling shareholder derives
from a service agreement with the Company’s Founder under which the Company receives consulting services on recurring basis from the Founder
as Chief Executive Officer indirectly through an entity controlled by the Founder (the “Service Provider”) for total current
monthly gross amount of NIS
On May 22, 2024, the Company’s Compensation Committee and Board of Directors approved a certain adjustment of the compensation terms and conditions of the Founder for his duties as Chief Executive Officer of the Company, so that the salary of the Founder shall be increased by NIS 20 thousand (the “Founder’s Compensation Adjustment”). However, the Founder’s Compensation Adjustment is subject to reaffirmation of the general meeting of the shareholders which was achieved on August 5, 2024.
On February 16, 2022, the Company entered into
an addendum to the aforesaid service agreement with the Service Provider under which it was agreed that (i) the term of the service agreement
with the Service Provider was extended to December 31, 2025 and (ii) the then current liability towards the Service Provider as was accrued
for services rendered under the service agreement over a period commencing January 1, 2020 through the date hereof in total nominal amount
of $
Since the liability towards the Founder was considered
as free interest loan, which did not represent the applicable rate of risk for the Company, the aforesaid addendum was accounted for as
a capital contribution from a controlling shareholder. Thus, the liability towards the Founder was measured at fair value based on future
cash payments discounted using an interest rate of
As of December 31, 2022, management has updated
the repayments schedule of the obligation based on its current projection of the availability of funds. Accordingly, the obligation was
expected to be repaid over the subsequent 24-month period. However, the Commencement Date was determined to be the pricing date of the
IPO (February 27, 2023) under which the liability in nominal amount of NIS
F-13
BEAMR IMAGING LTD.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(U.S. dollars in thousands)
NOTE 6 - RELATED PARTIES TRANSACTIONS (Cont.)
| Six-month period ended June 30, |
||||||||
| 2024 | 2023 | |||||||
| Unaudited | ||||||||
| Opening balance | $ | $ | ||||||
| Accrued liability in respect to additional services rendered | ||||||||
| Repayment of liability to controlling shareholder | ( |
) | ( |
) | ||||
| Change in estimation of maturity date of liability to controlling shareholder | ||||||||
| Amortization of discount relating to liability to controlling shareholder | ||||||||
| Exchange rate differences | ( |
) | ( |
) | ||||
| Closing balance | $ | $ | ||||||
| As of June 30, | As of December 31, | |||||||
| 2024 | 2023 | |||||||
| Unaudited | ||||||||
| First year (current maturities) | $ | | $ | |||||
| Second year | ||||||||
| Closing balance | $ | $ | ||||||
| Six-month period ended June 30, |
||||||||
| 2024 | 2023 | |||||||
| Unaudited | ||||||||
| Research and development | $ | $ | ||||||
| Sales and marketing | ||||||||
| General and administrative | ||||||||
| $ | $ | |||||||
The allocation was done based on the management estimation to reflect the contribution to the related activity.
NOTE 7 - SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed interim consolidated financial statements were available to be issued. Based upon this review, the Company did not identify any other significant subsequent events that would have required adjustment or disclosure in the financial statements, except as disclosed below.
| A. | Grant of options |
On July 23, 2024,
the Company’s Board of Directors approved a grant of options to purchase
F-14
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, 2023 (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 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; |
| ● | our ability to ensure that our SaaS solution interoperates with a variety of software and hardware applications that are developed by third parties; |
| ● | 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; |
| ● | any resurgence of the COVID-19 pandemic and its impact on our business and industry; |
| ● | our ability to generate revenue and profit margin under our collaboration with third parties and anticipated contracts which is subject to certain risks; and |
| ● | security, political and economic instability in the Middle East that could harm our business, including due to the current war between Israel and Hamas. |
| ● | 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. |
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.
2
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
We are an innovator of video encoding, transcoding and optimization solutions that enable high-quality, high-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, or OTT, 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.
At the heart of our patented optimization technology is the proprietary Beamr Quality Measure, or BQM, that is highly correlated with the human visual system. BQM is integrated into our Content Adaptive Bitrate, or CABR, system, which together maximizes quality and removes visual redundancies resulting in a smaller file size. The BQM has excellent correlation with subjective results, confirmed in testing under ITU BT.500, an international standard for rigorous testing of image quality. The perceptual quality preservation of CABR has been repeatedly verified using large scale crowd-sourcing based testing sessions, as well as by industry leaders and studio “golden eyes”.
We currently license three core video and image compression products that help our customers use video and images to further their businesses in meaningful ways: (1) a suite of video compression software encoder solutions including the Beamr 4 H.264 encoder, Beamr 4X H.264 content adaptive encoder, Beamr 5 HEVC encoder and the Beamr 5X HEVC content adaptive encoder, (2) Beamr JPEGmini photo optimization software solutions for reducing JPEG file sizes, and (3) Beamr Silicon IP block, a hardware solution for integration into dedicated video encoding ASICs, graphics processing unit, or GPUs, and application processors.
Until recently, our current product line was mainly geared to the high-end, high-quality media customers and we count among our enterprise customers Netflix, Snapfish, ViacomCBS, TAG, VMware, Genesys, Deluxe, Citrix, Walmart, Photobox, Antix, Dalet, and other leading media companies using video and photo solutions. Due to the high cost and complexity of deploying our existing software solutions and the long sales lead times, we have a made a strategic decision to focus our resources on the development and commercialization of our next-generation product, the Beamr Cloud solution, a SaaS solution that is designed, based on our own internal testing, to be up to 10x more cost efficient than our existing software-based solutions, resulting in reduced media storage, processing and delivery costs. Based on GPU accelerated computing, Beamr Cloud supports easy-to-use and scalable modernization of video repositories and libraries to advance formats.
We collaborated with NVIDIA, a multinational technology company and a leading developer of GPUs, with an annual revenue of $60.9 billion for the fiscal year 2024, to develop the Beamr Cloud SaaS solution, the world’s first GPU accelerated encoding solution powered with our CABR, which allows fast and easy end-user deployment combined with superior video compression rates. Our CABR software executes directly on NVIDIA GPU cores and interacts with the NVIDIA video accelerator encoder known as NVENC. NVIDIA NVENC is a high-quality, high-performance hardware video encoder that is built into most NVIDIA GPUs. NVENC offloads video encoding to hardware, and provides extreme performance for applications such as live video encoding, cloud gaming and cloud storage. NVIDIA GPUs with NVENC are available on major cloud platforms, such as Oracle Cloud Infrastructure and Amazon Web Services. We plan to further collaborate with NVIDIA on additional development of our Beamr Cloud SaaS solution.
3
The first version of the integrated video optimization engine was ready at the end of the first quarter of 2023. Following this, we launched the first beta version of the cloud based SaaS platform and began testing it with beta customers in June 2023. After the initial release, we launched the second and third beta versions of the cloud based SaaS platform in September 2023 and October 2023, respectively, as we built up to the commercial launch of the platform. Following that, we commercially launched our Beamr Cloud SaaS solution in February 2024 and expect that end-users of the solution will enjoy significant end-user storage and networking cost savings. Using the Beamr Cloud SaaS solution will potentially reduce their return on investment for storage optimization to approximately four months, compared to approximately two years with our existing software encoder solutions. In the second quarter of 2024, we focused on enabling AI processes in Beamr Cloud, which resulted in our integration of video AI enhancement in July 2024 that allows for automatic caption and transcription generation for videos in multiple languages. This was our first step in augmenting Beamr Cloud with AI capabilities. AI workflows, such as object detection, is in tandem with video optimization, as GPU is a natural acceleration platform to both. These new capabilities allow us to enhance our offerings to video customers and offer services to the new emerging markets of AI. Furthermore, we plan to continue introducing improvements and additional video AI enhancement features to Beamr Cloud making it easier to use and allow customers higher configurability and flexibly using the service.
Our Beamr Cloud SaaS solution, which is powered by NVIDIA GPUs, initially operated over and was integrated with Amazon Web Services, and in June 2024, we announced that our Beamr Cloud SaaS Solution achieved Powered by Oracle Cloud Expertise and was made available in the Oracle Cloud Marketplace. We also plan to extend our services to other cloud platforms.
Impact of the War in Israel
In October 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Hamas also launched extensive rocket attacks on the Israeli population and industrial centers located along Israel’s border with the Gaza Strip and in other areas within the State of Israel. These attacks resulted in thousands of deaths and injuries, and Hamas additionally kidnapped many Israeli civilians and soldiers. Following the attack, Israel’s security cabinet declared war against Hamas and commenced a military campaign against Hamas and other terrorist organizations in parallel to their continued rocket and terror attacks. In addition, since the commencement of these events, there have been continued hostilities along Israel’s northern border with Lebanon (with the Hezbollah terror organization) and southern border (with the Houthi movement in Yemen). It is possible that hostilities with Hezbollah in Lebanon will escalate, and that other terrorist organizations, including Palestinian military organizations in the West Bank as well as other hostile countries will join the hostilities. In addition, Iran recently launched a direct attack on Israel involving hundreds of drones and missiles and has threatened to continue to attack Israel and is widely believed to be developing nuclear weapons. Iran is also believed to have a strong influence among extremist groups in the region, such as Hamas in Gaza, Hezbollah in Lebanon, the Houthi movement in Yemen and various rebel militia groups in Syria and Iraq. Such clashes may escalate in the future into a greater regional conflict. Our operations have not been adversely affected by this situation, and we have not experienced disruptions to our business operations. None of our full-time or part-time employees in Israel were called up for reserve service; however, one of our part-time employees in Israel volunteered for military service, but has since returned to employment. As such, our product and business development activities remain on track. However, the intensity and duration of Israel’s current war against Hamas is difficult to predict at this stage, as are such war’s economic implications on our business and operations and on Israel’s economy in general.
We are closely monitoring the developments of this war. See “Item 3.D Risk Factors—Risks Related to Our Operations in Israel–Political, economic and military conditions in Israel could materially and adversely affect our business.” in the Annual Report for additional information.
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).
4
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. The right for an unspecified upgrade for the version acquired by the customer and enhancements on a when-and-if-available basis that do not specify the features, functionality and release date of future product enhancements for the customer to know what will be made available and the general timeframe in which it will be delivered. 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).
As we bundle software licenses (either timely-based or perpetual) together with PCS, the transaction price is allocated to the separate performance obligations on a relative standalone selling price basis.
Since we do not sell PCS on a stand-alone basis and due to the fact that these services are usually involved with limited customer support, mainly based on several hours of technical support per contract (as management believes the technology and products covered under the software license component are mature and fully functional), the standalone selling prices of the PCS are determined based on the expected cost plus a margin based on estimation of direct fulfillment cost (an hourly service) and a reasonable margin. Such estimate is also corroborated with the price that the customer would have to pay to a third-party service provider for a similar support service.
The stand-alone selling price of the software licenses (either timely-based or perpetual) is estimated by management based on adjusted market assessment approach which represents management estimation of the price that a customer in the market will be willing to pay for such license on a stand-alone basis (i.e. without any PCS).
Due to the fact that these services are usually involved with limited customer support, mainly based on several hours of technical support per contract, the transaction price allocated to the PCS is considered insignificant. Consequently, most of the transaction price is allocated to the software licenses as management believes the technology and products covered under the software license component are mature and fully functional.
Advertising
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, utilities and supplies to all departments based on relative headcount. In addition, cost of revenue also includes amortization of capitalized internal-use software costs related to our Beamr Cloud SaaS solution.
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 excluding costs associated with creating the internally developed software related to our cloud-based SaaS. Additional expenses include consulting 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. Subsequent costs incurred for the development of future upgrades and enhancements, which are expected to result in additional functionality, may qualify for capitalization under internal-use software and therefore may cause research and development expenses to fluctuate.
5
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 marketing program costs, amortization of trade names and payment processer commissions. 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.
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 expense 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 through an entity controlled by him, Sharon Carmel Management, Ltd. The allocation was done based on the management estimation to reflect the contribution to the related activity.
Financing Income (Expenses), Net
Financing income (expenses), net consists primarily of amortization of discounts and interest expense related to loans received from a commercial bank and a controlling shareholder, changes in the fair value of certain warrants granted to commercial bank, changes in the fair value of convertible advanced investments before their conversion, 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. We consider all available evidence, both positive and negative, in assessing the extent to which a valuation allowance should be applied against our deferred tax assets. Realization of our deferred tax assets depends upon future earnings, the timing and amount of which are uncertain. Our effective tax rate is affected by tax rates in foreign jurisdictions and the relative amounts of income we earn in those jurisdictions, as well as non-deductible expenses, such as share-based compensation, and changes in our valuation allowance.
Six months ended June 30, 2024, compared to six months ended June 30, 2023
Operating Results
The following table sets forth a summary of our operating results:
| Six Months Ended June 30, | ||||||||
| (U.S. dollars in thousands) | 2024 | 2023 | ||||||
| Revenues | $ | 1,001 | $ | 955 | ||||
| Cost of revenues | $ | (85 | ) | $ | (50 | ) | ||
| Gross profit | $ | 916 | $ | 905 | ||||
| Operating expenses: | ||||||||
| Research and development | $ | (1,002 | ) | $ | (912 | ) | ||
| Sales and marketing | $ | (310 | ) | $ | (197 | ) | ||
| General and administrative | $ | (1,152 | ) | $ | (800 | ) | ||
| Operating loss | $ | (1,548 | ) | $ | (1,004 | ) | ||
| Financing income (expenses), net | $ | (396 | ) | $ | 229 | |||
| Loss before taxes on income | $ | (1,944 | ) | $ | (775 | ) | ||
| Taxes on income | $ | (21 | ) | $ | (7 | ) | ||
| Net loss | $ | (1,965 | ) | $ | (782 | ) | ||
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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) | 2024 | 2023 | ||||||
| Revenues | $ | 1,001 | $ | 955 | ||||
| Cost of revenues | $ | (85 | ) | $ | (50 | ) | ||
| Gross profit | $ | 916 | $ | 905 | ||||
Revenues increased by $0.05 million, or 5% to $1 million for the six months ended June 30, 2024, from $0.955 million for the six months ended June 30, 2023. The increase was primarily due to signing new license agreements offset by certain license agreements that were terminated.
Operating Expenses
Research and Development Expenses
| Six Months Ended June 30, | ||||||||
| (U.S. dollars in thousands) | 2024 | 2023 | ||||||
| Salary and related expenses | $ | (632 | ) | $ | (741 | ) | ||
| Professional fees | $ | (242 | ) | $ | (75 | ) | ||
| Depreciation, amortization and overhead expenses | $ | (128 | ) | $ | (96 | ) | ||
| Total research and development expenses | $ | (1,002 | ) | $ | (912 | ) | ||
Research and development expenses increased by $0.09 million, or 10% to $1 million for the six months ended June 30, 2024, from $0.912 million for the six months ended June 30, 2023. The increase was mainly due to an increase in subcontractors’ professional fees.
Selling and Marketing Expenses
| Six Months Ended June 30, | ||||||||
| (U.S. dollars in thousands) | 2024 | 2023 | ||||||
| Salary and related expenses | $ | (126 | ) | $ | (103 | ) | ||
| Professional fees and platform commissions | $ | (89 | ) | $ | (54 | ) | ||
| Amortization expenses | $ | (11 | ) | $ | (10 | ) | ||
| Marketing conferences and trade shows | $ | (51 | ) | $ | - | |||
| Travel and overhead expenses | $ | (33 | ) | $ | (30 | ) | ||
| Total selling and marketing expenses | $ | (310 | ) | $ | (197 | ) | ||
Selling and marketing expenses increased by $0.113 million, or 57% to $0.3 million for the six months ended June 30, 2024, from $0.197 million for the six months ended June 30, 2023. The increase was primarily due to costs related to the hiring of a new sales executive, as well as conference expenses.
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General and Administrative
| Six Months Ended June 30, | ||||||||
| (U.S. dollars in thousands) | 2024 | 2023 | ||||||
| Salary and related expenses | $ | (241 | ) | $ | (207 | ) | ||
| Professional fees and consulting | $ | (737 | ) | $ | (541 | ) | ||
| Overhead allocated | $ | 83 | $ | 72 | ||||
| Travel, office and other expenses | $ | (257 | ) | $ | (124 | ) | ||
| Total general and administrative expenses | $ | (1,152 | ) | $ | (800 | ) | ||
General and administrative expenses increased by $0.35 million, or 44% to $1.15 million for of six months ended June 30, 2024, from $0.8 million for of six months ended June 30, 2023. The increase was primarily due to service providers expenses related to the Company being a public entity (legal, insurance, accounting, NASDAQ fees, Sarbanes Oxley and investor relations).
Financing Income, Net
| Six Months Ended June 30, | ||||||||
| (U.S. dollars in thousands) | 2024 | 2023 | ||||||
| Change in fair value of convertible advanced investment | $ | - | $ | 269 | ||||
| Change in fair value of derivative warrants liability | $ | (577 | ) | $ | 36 | |||
| Amortization of discount and accrued interest on straight loan | $ | (52 | ) | $ | (68 | ) | ||
| Amortization of discount relating to loan received from controlling shareholder | $ | (10 | ) | $ | (28 | ) | ||
| Change in accounting estimates related to maturity date of loan received from controlling shareholder | $ | $ | (12 | ) | ||||
| Interest on bank deposits | $ | 228 | $ | 10 | ||||
| Exchange rate differences and other finance expenses | $ | 15 | $ | 22 | ||||
| Total financing expenses, net | $ | (396 | ) | $ | 229 | |||
Financing income decreased by $0.62 million, or 273% to $(0.4) million for the six months ended June 30, 2024, from $0.23 million for the six months ended June 30, 2023. The decrease was primarily due to changes in the fair value of derivative warrants liability related to certain warrants granted to a commercial bank offset by income from interest on bank deposits.
Taxes on Income
| Six Months Ended June 30, | ||||||||
| (U.S. dollars in thousands) | 2024 | 2023 | ||||||
| Taxes on income | $ | (21 | ) | $ | (7 | ) | ||
Taxes on income increased by $(0.14) million, or 193% to $(0.21) million for the six months ended June 30, 2024, from $(0.07) million for the six months ended June 30, 2023. The increase was mainly to prior year tax payment in the first half of 2024.
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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.
Liquidity and Capital Resources
We have financed our operations through cash generated from operations, proceeds received from private offerings, proceeds from convertible advanced investments received from our current shareholders, proceeds from straight loans received from bank institutions and proceeds from our public offerings on the Nasdaq.
We believe that our existing capital resources will be adequate to satisfy our expected liquidity requirements. Without derogating from the foregoing estimate regarding our existing capital resources (including those raised from the aforesaid public offering completed in February 2024) and cash flows from operations, we may decide to raise further funds in the future through additional public or private offerings.
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.”
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.
IBI Spikes Loan
On July 7, 2022, we entered into a funding agreement with IBI providing for a loan, or the IBI Loan, in the amount of NIS 3.1 million (approximately $0.9 million), or the IBI Loan Agreement. The loan is repayable on a monthly basis based on a formula set forth in the IBI Loan Agreement until the earlier repayment of NIS 4,172,760 (approximately $1.2 million), or the Repayment Amount, or January 5, 2026. We may repay the IBI Loan early based on formula set forth in the IBI Loan Agreement. The IBI Loan Agreement provides for certain customary covenants and accelerates in the event of default.
In consideration for the grant of the IBI Loan, we are required to pay to IBI a non-refundable one-time fee of 1.5% of the IBI Loan amount and we issued a warrant to purchase 65,562 ordinary shares at a variable exercise price. The warrant has a term of the earlier of 10 years or certain liquidation events and a variable exercise price depending on the occurrence of certain liquidation events. The warrant can be exercised on cashless exercise based on the discretion of IBI.
On February 22, 2024, we received a written notice from IBI under which the exercise price of the warrant granted to IBI was determined at a fixed amount of $3.67 per ordinary share. During the six month period ended June 30, 2024, we issued 31,189 ordinary shares upon partial cashless exercise of warrant share granted to IBI.
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Completion of our Initial Public Offering
On March 2, 2023, we closed our initial public offering of 1,950,000 ordinary shares at a public offering price of $4.00 per ordinary share, for aggregate gross proceeds of $7.8 million. prior to deducting underwriting discounts and other offering expenses, which were approximately $1.4 million.
Our ordinary shares began trading on the Nasdaq Capital Market under the ticker symbol “BMR” on February 28, 2023.
Completion of our Follow-On Public Offering
On February 15, 2024, we closed our public offering of 1,714,200 ordinary shares at a public offering price of $7.00 per share, for aggregate gross proceeds of $12 million prior to deducting underwriting discounts and other offering expenses. On February 13, 2024, the over-allotment option for 257,100 ordinary shares was fully exercised by the underwriter for additional gross proceeds of approximately $1.8 million prior to deducting underwriting discounts and other offering expenses. Aggregate underwriting discounts and other offering expenses were approximately $1.5 million for the offering, including the over-allotment option.
Cash Flows
The following table summarizes our cash flows for the periods presented:
| Six Months Ended June 30, | ||||||||
| (U.S. dollars in thousands) | 2024 | 2023 | ||||||
| Net cash used in operating activities | $ | (957 | ) | (1,015 | ) | |||
| Net cash used in investing activities | $ | (3,813 | ) | (4 | ) | |||
| Net cash provided by financing activities | $ | 12,813 | 6,550 | |||||
| Change in cash, cash equivalents | $ | 8,043 | 5,531 | |||||
| Cash, cash equivalents at beginning of period | $ | 6,116 | 693 | |||||
| Cash, cash equivalents at end of period | $ | 14,159 | 6,224 | |||||
Net cash used in operating activities
For the six months ended June 30, 2024, net cash used in operating activities was mainly due to a net loss of $1.9 million, which was offset by changes in the fair value of derivative warrant liability of $0.58 million, share-based compensation expenses of $0.1 million and changes in other working capital items of $0.38 million as shown in the condensed consolidated statement of cash flows of the interim financial statements.
For the six months ended June 30, 2023, net cash used in operating activities was mainly due to a net loss of $0.8 million, changes in the fair value of convertible advanced investments of $0.27 million and changes in other working capital items of $0.1 million, which was offset by share-based compensation expenses of $0.17 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, 2024, net cash used in investing activities was mainly due to a $3.5 million investment is short-term bank deposits and $0.3 million capitalization of internal-use software.
For the six months ended June 30, 2023, the change in net cash used in investing activities was immaterial.
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Financing Activities
Net cash provided by financing activities of $12.8 million for the six months ended June 30, 2024 was mainly due to net proceeds received upon completion of a public offering transaction of $12.3 million and proceeds received from the exercise of options into ordinary shares of $0.78 million offset by repayment of principal relating to straight loan received from commercial bank of $0.1 million and repayment of principal relating to straight loan received from controlling shareholder of $0.15 million.
Net cash used in financing activities of $6.5 million for the six months ended June 30, 2023 was mainly due to net proceeds received upon completion of initial public offering transaction of $6.67 million offset by repayment of principal relating to straight loan received from commercial bank of $0.1 million and repayment of principal relating to straight loan received from controlling shareholder of $0.1 million.
Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements as of June 30, 2024.
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, 2023 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. 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, 2024 of $0.2 million due to NIS, and $0.04 million due to RUB.
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.
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