Beamr Imaging Ltd 6-K, filed Aug 13, 2025
Beamr Imaging Ltd. (BMR)
About this 6-K
Beamr Imaging Ltd filed this 6-K on August 13, 2025.
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 Statements on Form S-8 (File No. 333-272779 and 333-280576) and Form F-3 (File No. 333-277787), to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
On August 13, 2025, Beamr Imaging Ltd. (the “Company”) issued a press release entitled “Beamr in Q2-2025: Demonstrating the Validation of its Solution for the Autonomous Vehicle Market”. In addition, on the same day, the Company issued condensed consolidated interim financial statements (unaudited) as of June 30, 2025 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 13, 2025. | |
| 99.2 | Condensed Consolidated Interim Financial Statements (unaudited) as of June 30, 2025. | |
| 99.3 | Operating and Financial Review and Prospects as of June 30, 2025. | |
| 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 13, 2025 | By: | /s/ Sharon Carmel |
| Name: | Sharon Carmel | |
| Title: | Chief Executive Officer | |
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Exhibit 99.1
Beamr in Q2-2025: Demonstrating the Validation of its Solution for the Autonomous Vehicle Market
Beamr Issues Q2-2025 CEO Letter to Shareholders and Announces its First Half 2025 Financial Results
Herzliya, Israel, Aug. 13, 2025 (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, 2025.
Dear Shareholders:
I am pleased to share with you our Q2-2025 activities and progress. A major highlight was the launch of Beamr’s video compression solution to the autonomous vehicle (AV) market. We engaged in multiple Proof of Concepts (PoCs), several of them showing successful results, validating our contribution to this rapidly growing market with currently over 80 AV companies with test vehicles on the road. Video is a key component for training, simulating and validating AI models that are the heart of autonomous vehicles.
Through our PoCs, we have learned about companies handling 100 to over 500 petabytes of video, spending millions and tens of millions of dollars on storage every year, while the amount of data is growing at a very fast pace. Managing this massive data presents pressing challenges for AV companies, including multi-year long-term storage and substantial infrastructure investment. As AV companies increase the amount of data required for their operations, we are aiming to position ourselves to offer Beamr’s video GPU accelerated compression solutions to enable these companies to tackle their growing challenges.
Beamr started its AV journey with a soft launch at NVIDIA GTC 2025 in March 2025 and a full launch at NVIDIA GTC Paris in June 2025. The strong interest we are receiving and the rapid pace of PoC engagements reflect significant momentum, and we are highly encouraged by the progress Beamr is currently making.
Recently we published new blog posts highlighting the latest advancements in Beamr’s AV solution and a successful PoC with an industry partner. To learn more, visit Beamr’s blog.
We see our contribution to the AV market as transformative, with the potential to deliver 20% - 50% savings in storage costs alone. Beyond that, our PoCs are demonstrating additional, high-value benefits, including substantial reductions in network and data transfer costs and lower model training costs across AV and machine learning development workflows, all achieved without any loss in model accuracy. We believe that these efficiency gains position us as an accelerator for both operational scalability and competitive advantage in a rapidly expanding market.
Gaining Traction in Growing Markets
In the first half of 2025, we strengthened our presence across verticals where video is central to business activity, and its usage is growing rapidly. Our executives and sales directors participated in 6 key industry events and conducted more than 180 face-to-face and virtual meetings with existing and prospective customers, as well as strategic partners.
We continue to expand our partnerships and gain traction in growing markets, such as media and entertainment and user-generated content, increasing our value proposition with GPU-accelerated video encoding at large scale and super resolution support. Our content-adaptive video compression technology addresses the critical challenges associated with large-scale video workflows, including storage, networking, and operational efficiency, both for human vision and machine vision.
As we closed out the first half of 2025 and continue our progress in the second half of the year, we are looking forward to advancing our activities in the coming months.
Collaboration with Industry Giants
AI Video Webinar
In January 2025, Beamr hosted a webinar titled: “The Future of AI Video – From Infrastructure to Experience”. The webinar featured Richard Kerris, VP of Media and Entertainment at NVIDIA, Jeffrey Schick, VP Strategic Client Engagement Media and Entertainment at Oracle and myself.
ACM Mile-High-Video 2025
In February 2025, I delivered a keynote speech at the ACM Mile-High-Video 2025 conference, a flagship video formats and streaming event, held in Denver, Colorado, titled “Is the future of video processing destined for GPU.”
NVIDIA GTC 2025
In March 2025, I presented to 430 attendees at NVIDIA GTC in San Jose, California a session titled: The Future of Video Compression is AI-Driven. The presentation explored how AI algorithms reshape video quality and usability and improve the efficiency of video workflows. During the event, we made a soft launch of Beamr’s AV solution, resulting in positive engagements with both prospective clients and partners
NAB Show 2025
In April 2025, I delivered a presentation at the Amazon Web Services (AWS) theater and participated in a panel at the Oracle streaming summit in the NAB Show 2025 in Las Vegas, Nevada. At the event, Beamr showcased our solution for scalable, high-quality, cost-efficient video content upgrade to the advanced AV1 codec. Our offering received the NAB Show Product of the Year award.
NVIDIA GTC Paris 2025
In June 2025, we officially launched our AV solution at NVIDIA GTC Paris 2025. The event led to over a dozen meetings with AV industry companies, where our executives and sales team discussed how our solution addresses critical challenges in their infrastructure, long-term storage, and AI/ML workflows. This strong interest resulted in the initiation of some of the PoCs we have conducted in recent weeks.
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AWS Summit New York
In July 2025, Beamr participated in the AWS Summit in New York City, further building our collaboration with AWS. Earlier this year we joined the AWS ISV Accelerate program, a global co-sell initiative for AWS partners, demonstrating strong alignment with AWS’ go-to-market strategies and initiatives. Beamr had progressed from listing on AWS Marketplace to becoming an ISV Accelerate Member in just three months.
First Half 2025 Financial Results
| ● | Revenue increased by 7% to $1.07 million for the six months ended June 30, 2025, from $1.0 million for the six months ended June 30, 2024. The increase was primarily driven by new customer wins partially offset by other contracts that were not renewed. |
| ● | Gross Margin decreased to 86% for the six months ended June 30, 2025, from 91.5% for the six months ended June 30, 2024, primarily due to amortization of capitalized internal-use software costs related to our Beamr Cloud SaaS solution. |
| ● | Research and development expenses increased by $1.04 million, or 104% to $2.04 million for the six months ended June 30, 2025, from $1.0 million for the six months ended June 30, 2024. The increase was primarily due to an increase of $0.75 million in salaries due to increased personnel and an increase of $0.24 million in professional fees due to additional sub-contractors and cloud costs. |
| ● | Selling and marketing expenses increased by $0.75 million, or 242% to $1.06 million for the six months ended June 30, 2025, from $0.3 million for the six months ended June 30, 2024. The increase was primarily due to an increase in salaries due to increased personnel and an increase in conference costs, including travel and sponsorships. This increase was also related in part to growing investment in selling and marketing operations for the AV market. |
| ● | General and administrative expenses increased by $0.08 million, or 7% to $1.23 million for the six months ended June 30, 2025, from $1.15 million for of six months ended June 30, 2024. The increase was primarily due to an increase in salaries due to the hiring of additional personnel. |
| ● | Financing income increased by $0.64 million, or 161% to $0.24 million for the six months ended June 30, 2025, from $(0.4) million for the six months ended June 30, 2024. The increase was primarily due to interest income on bank deposits offset by change in fair value of derivative warrant liability in the comparable period. |
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| ● | Net loss for the six months ended June 30, 2025 was $3.18 million or $0.21 basic loss per ordinary share, compared to a net loss of $1.96 million, or $0.13 basic loss per ordinary share, in the six months ended June 30, 2024. The increase in the net loss is attributed mainly to the increase in operating expenses. |
| ● | Beamr concluded the second quarter of 2025 with $13.9 million in cash, cash equivalents and deposits, continuing to reflect a strong balance sheet and providing the company with solid financial flexibility to support its strategic initiatives. |
We continue to see growing interest in our offerings, highlighting both rising demand and expanding market validation. We remain focused on implementing our vision and believe that Beamr will continue to capitalize on the significant validation that we have been creating as we convert prospects in the sales funnel into significant revenue growth in the coming quarters. We look forward to updating you on our exciting developments and achievements next quarter.
Respectfully,
Sharon Carmel
Chief Executive Officer, Beamr Imaging Ltd.
About Beamr
Beamr (Nasdaq: BMR) is a world leader in content-adaptive video compression, trusted by top media companies including Netflix and Paramount. Beamr’s perceptual optimization technology (CABR) is backed by 53 patents and a winner of Emmy® Award for Technology and Engineering. The innovative technology reduces video file sizes by up to 50% while preserving quality and enabling AI-powered enhancements.
Beamr powers efficient video workflows across high-growth markets, such as media and entertainment, user-generated content, machine learning, and autonomous vehicles. Its flexible deployment options include on-premises, private or public cloud, with convenient availability for Amazon Web Services (AWS) and Oracle Cloud Infrastructure (OCI) customers.
For more details, please visit www.beamr.com or the investors’ website www.investors.beamr.com
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, 2025 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, 2025
BEAMR IMAGING LTD.
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2025
INDEX TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
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, | |||||||
| 2025 | 2024 | |||||||
| Unaudited | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Short-term bank deposits | ||||||||
| 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 | ||||||||
| Other current liabilities | ||||||||
| Total current liabilities | ||||||||
| Non-current liabilities: | ||||||||
| Derivative warrant liability | ||||||||
| Total non-current liabilities | ||||||||
| Commitments and contingent liabilities | ||||||||
| Shareholders’ equity: | ||||||||
| Ordinary Shares of NIS | ||||||||
| Authorized: | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total shareholders’ equity | ||||||||
| Total liabilities and shareholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-3
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, | ||||||||
| 2025 | 2024 | |||||||
| Unaudited | ||||||||
| Revenues | $ | $ | ||||||
| Cost of revenues | ( | ) | ( | ) | ||||
| Gross profit | ||||||||
| Research and development expenses | ( | ) | ( | ) | ||||
| Sales and marketing expenses | ( | ) | ( | ) | ||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Operating loss | ( | ) | ( | ) | ||||
| Financing income (expenses), net | ( | ) | ||||||
| Loss before taxes on income | ( | ) | ( | ) | ||||
| Taxes on income | ( | ) | ( | ) | ||||
| Net loss and comprehensive loss for the period | $ | ( | ) | $ | ( | ) | ||
| Basic 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-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 | ||||||||||||||||||||
| Issuance of Ordinary Shares upon cashless exercise of Warrants | ( | ) | ||||||||||||||||||
| Amount classified to equity upon determination of the exercise price | - | |||||||||||||||||||
| Share-based compensation | - | |||||||||||||||||||
| Exercise of options into ordinary shares to be issued | ||||||||||||||||||||
| 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 STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)
(U.S. dollars in thousands except share and per share amounts)
| Ordinary shares | Additional paid-in | Accumulated | Total shareholders’ | |||||||||||||||||
| Number | Amount | capital | Deficit | Equity | ||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Share-based compensation (Note 3) | - | |||||||||||||||||||
| Exercise of options into ordinary shares | ||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance as of June 30, 2025 (unaudited) | $ | $ | $ | ( | ) | $ | ||||||||||||||
| (*) | Representing an amount lower than $1. |
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-6
BEAMR IMAGING LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(U.S. dollars in thousands)
| Six-month period ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Unaudited | ||||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments required to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Share-based compensation (Note 3) | ||||||||
| Amortization of discount on straight loan received from commercial bank | ||||||||
| Exchange rate differences on straight loan received from commercial bank | ( | ) | ||||||
| Change in the fair value of derivative warrant liability | ||||||||
| Amortization of discount and accrued interest on straight loan from controlling shareholder | ||||||||
| Exchange rate differences on straight loan from controlling shareholder | ( | ) | ||||||
| Increase in trade receivables | ||||||||
| Increase in other current assets | ( | ) | ( | ) | ||||
| Decrease (increase) in accounts payable | ( | ) | ||||||
| Decrease in deferred revenues | ( | ) | ( | ) | ||||
| Increase in other current liabilities | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Investment in short-term bank deposit | ( | ) | ( | ) | ||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Capitalization of internal-use software | ( | ) | ||||||
| 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 public offering transaction | ||||||||
| Repayment of principal relating to straight loan received from controlling shareholder | ( | ) | ||||||
| Proceeds received from exercise of options into shares (Note 3) | ||||||||
| Net cash provided by (used in) financing activities | ( | ) | ||||||
| Change in cash, cash equivalents | ( | ) | ||||||
| Cash, cash equivalents at beginning of period | ||||||||
| Cash, cash equivalents at end of period | $ | $ | ||||||
| Non-cash financing activities: | ||||||||
| Amount classified to equity upon determination of the exercise price | $ | $ | ||||||
| Share-based compensation capitalized in internal-use software | $ | $ | ||||||
| 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-7
BEAMR IMAGING LTD.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands)
NOTE 1 - GENERAL
| A. | Operations |
Beamr Imaging Ltd. (the “Company” or “Beamr”) was incorporated in October 2009 under the laws of the State of Israel and it engages mainly in the development of technology for encoding, compressing and optimizing images and videos. In February 2024, the Company launched its next generation product, Beamr Cloud, a cloud-based Software-as-a-Service (“SaaS”) solution accelerated by NVIDIA GPUs. Beamr Cloud Video SaaS, initially operating over and integrated with AWS, aims to simplify video processing and make it accessible and affordable. In June 2024, the Company made its SaaS solution available on Oracle Cloud Infrastructure. In June 2025, the Company launched a GPU-Accelerated Video Compression Solution for Autonomous Vehicles.
The Company’s ordinary shares (“Ordinary Shares”) began trading on the Nasdaq Capital Market (the “Nasdaq”) under the ticker symbol “BMR” on February 28, 2023, in connection with its initial public offering transaction.
| 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 period of six months ended June 30, 2025, the Company had net losses of
$
The Company plans to finance its operations through the sales of its equity securities and to the extent available, revenues from sales of its software, products and related services.
In addition, the Company is collaborating with a strategic partner in development of the Company’s next generation solutions of video optimization technology and which is expected to allow the Company to potentially access new customers and new markets.
Management has considered the significance of such conditions in relation to the Company’s ability to meet its current obligations and to achieve its business targets and determined that it has sufficient cash to fund its planned operations for at least the next 12 months.
| 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 some of the Company’s developers are located in Russia, its research and development leadership are all located in Israel. The Company has no manufacturing operations or sells 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, 2025, three employees have relocated from Russia to other locations of the Company.
F-8
BEAMR IMAGING LTD.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(U.S. dollars in thousands)
NOTE 1 - GENERAL (Cont.)
| E. | The impact of Iron Sword War (Israel-Hamas war) |
In October 2023, Israel was attacked by a terrorist organization and entered a state of war on several fronts. In June 2025, following continued nuclear threats and intelligence assessments indicating imminent attacks, Israel launched a preemptive strike targeting military and nuclear infrastructure inside Iran, aiming to disrupt Iran’s ability to coordinate or escalate hostilities and degrade its nuclear capabilities. Iran responded with multiple waves of drones and ballistic missiles targeting Israeli cities. While most were intercepted, some caused civilian casualties and infrastructure damage. The Israeli military conducted further operations against Iranian assets. As a result, state of emergency was declared in Israel, resulting in consequences and restrictions on the Israeli economy, which included, among other things, partial or complete closure of businesses, a “closed skies” policy and other limitations. After 12 days of hostilities, a ceasefire between Israel and Iran was reached in June 2025. However, the situation remains volatile, and the risk of broader regional escalation involving additional actors persists. As of the date of these interim financial statements, conflict continues in parts of the region and management regularly monitors developments and acts in accordance with the guidelines of the various authorities. As of the approval date of these interim financial statements, management believes there is no significant impact on its activities.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
| A. | Basis of presentation |
The accompanying unaudited condensed interim consolidated financial statements and related notes should be read in conjunction with the Company’s consolidated financial statements and related notes included in the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2024, which was filed with the SEC on March 4, 2025. The unaudited condensed interim consolidated financial statements have been prepared in accordance with the rules and regulations of the SEC related to interim financial statements. As permitted under those rules, certain information and footnote disclosures normally required or included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The financial information contained herein is unaudited; however, management believes all adjustments have been made that are considered necessary to present fairly the results of the Company’s financial position and operating results for the interim periods. All such adjustments are of a normal recurring nature.
The results for the period of six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 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; and (ii) recoverability of the Company’s goodwill.
| C. | Principles of Consolidation |
The consolidated financial statements include the accounts of the Group. Intercompany transactions and balances have been eliminated upon consolidation.
| D. | Cash and cash equivalents |
Cash 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-9
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 |
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 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 periods
of six months ended June 30, 2025 and 2024, the total weighted average number of potential Ordinary Shares related share options and share
warrants that were excluded from the calculation of the diluted loss per share was
NOTE 3 - SHARE OPTIONS
On January 11, 2015, the Company’s Board of Directors approved and adopted the 2015 Share Incentive Plan (the “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
The following table presents the Company’s share option activity for employees and members of the Board of Directors of the Company under the Plan for the periods of three months ended June 30, 2025 and 2024:
| Number of Share Options | Weighted Average Exercise Price | Weighted average remaining contractual life | Intrinsic value | |||||||||||||
| $ | (years) | $ | ||||||||||||||
| Outstanding as of December 31, 2024 | ||||||||||||||||
| Granted | - | - | ||||||||||||||
| Exercised | ( | ) | - | - | ||||||||||||
| Cancelled | ( | ) | - | - | ||||||||||||
| Outstanding as of June 30, 2025 (unaudited) | ||||||||||||||||
| Exercisable as of June 30, 2025 (unaudited) | ||||||||||||||||
F-10
BEAMR IMAGING LTD.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(U.S. dollars in thousands)
NOTE 3 - SHARE OPTIONS (Cont.)
| Number of Share Options | Weighted Average Exercise Price | Weighted average remaining contractual life | Intrinsic value | |||||||||||||
| $ | (years) | $ | ||||||||||||||
| Outstanding as of December 31, 2023 | ||||||||||||||||
| Granted | - | - | ||||||||||||||
| Exercised | ( | ) | - | - | ||||||||||||
| Cancelled | ( | ) | - | - | ||||||||||||
| Outstanding as of June 30, 2024 (unaudited) | ||||||||||||||||
| Exercisable as of June 30, 2024 (unaudited) | ||||||||||||||||
The aggregate intrinsic value in the table above represents the total intrinsic value (the difference between the estimated fair value of the Company’s Ordinary Shares on the last day of the applicable interim reporting periods and the exercise price, multiplied by the number of in-the-money share options) that would have been received by the share option holders had all option holders exercised their share options on June 30 of each of the applicable reporting periods. This amount is impacted by the changes in the fair market value of the Company’s Ordinary Share.
The outstanding share options as of June 30, 2025 have been separated into ranges of exercise prices, as follows:
| Exercise price | Share options outstanding as of June 30, 2025 | Weighted average remaining contractual term | Share options exercisable as of June 30, 2025 | Weighted average remaining contractual term | ||||||||||||
| Unaudited | ||||||||||||||||
| (years) | (years) | |||||||||||||||
The weighted average grant date fair value of
share options granted during the periods of six months ended June 30, 2025 and 2024, was $
F-11
BEAMR IMAGING LTD.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(U.S. dollars in thousands)
NOTE 3 - SHARE OPTIONS (Cont.)
The following table presents the assumptions used to estimate the fair values of the share options granted in the reported periods presented:
| Six-month period ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Volatility (%) | ||||||||
| Risk-free interest rate (%) | ||||||||
| Dividend yield (%) | ||||||||
| Expected life (years) | ||||||||
| Exercise price ($) | ||||||||
| Share price ($) | ||||||||
As of June 30, 2025, there was $
The total compensation cost related to all of the Company’s equity-based awards recognized in profit and loss during the periods of six months ended June 30, 2025 and 2024 was comprised as follows:
| Six-month period ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Unaudited | ||||||||
| Research and development | $ | $ | ||||||
| Sales and marketing | ||||||||
| General and administrative | ||||||||
| $ | $ | |||||||
NOTE 4 - FINANCING EXPENSES (INCOME), NET
| Six-month period ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Unaudited | ||||||||
| 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 | ||||||||
| Interest Income on bank deposits | ( | ) | ( | ) | ||||
| Exchange rate differences and other finance expenses | ( | ) | ||||||
| $ | ( | ) | $ | |||||
F-12
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, 2024 (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 Software-as-a-Service, or SaaS, solution interoperates with a variety of software and hardware applications that are developed by third parties; |
| ● | the competitive environment and landscape and potential competitor behavior in our industry and the overall outlook in our industry; |
| ● | our ability to maintain the security and availability of our products and solutions and to maintain privacy, data protection and cybersecurity; |
| ● | our plans and ability to obtain or protect intellectual property rights, or to obtain, maintain, protect and enforce sufficiently broad intellectual property rights therein, including extensions of patent terms where available and our ability to avoid infringing the intellectual property rights of others; |
| ● | the need to hire additional personnel and our ability to attract, train and retain such personnel; |
| ● | our estimates regarding expenses, future revenue, capital requirements and needs for additional financing; |
| ● | the period over which we estimate our existing cash and cash equivalents will be sufficient to fund our future development and operating expenses and capital expenditure requirements; |
| ● | risks related to our international operations and our ability to expand our international business operations; |
| ● | changes in applicable tax law, the stability of effective tax rates and adverse outcomes resulting from examination of our income or other tax returns; |
| ● | the effects of currency exchange rate fluctuations on our results of operations; |
| ● | risks related to unfavorable economic and market conditions and adverse developments with respect to financial institutions and associated liquidity risk; |
| ● | our ability to generate revenue and profit margin under our collaborations 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 security situation in Israel; and |
| ● | those factors referred to under the headings “Risk Factors” and “Operating and Financial Review and Prospects” in our Annual Report, as well as in our Annual Report generally. |
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 a leading innovator of video encoding, transcoding and optimization solutions that enable high quality, performance, and unmatched bitrate efficiency for video and images. With our Emmy®-winning patented technology and award-winning services, we help our customers realize the potential of video encoding and media optimization to address business-critical challenges. Our customers include tier one over-the-top, 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 license two 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 and (2) Beamr JPEGmini photo optimization software solutions for reducing JPEG file sizes.
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, Paramount, VMware, Genesys, Deluxe, Citrix, Walmart, Photobox, Dalet, TAG, and other leading media companies using video and photo solutions. Due to the high cost and complexity of deploying our software solutions and the long sales lead times, we have made a strategic decision to focus our resources on the development and commercialization of our next-generation product, the Beamr Cloud, a cloud based HW-Accelerated CABR solution. The new solution 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. Presently, the Beamr technology can be deployed either as a full SaaS solution, as a private cloud, or as an On Premises solution.
In February 2024, we launched Beamr Cloud, a cloud based HW-Accelerated CABR solution, which allows end-users to enjoy significant end-user storage and networking cost savings, by 30%-50%. Beamr Cloud, which is powered by NVIDIA graphics processing units, or GPUs, was initially operating over and integrated with Amazon Web Services, or AWS. In February 2025, Beamr Cloud also joined the AWS ISV Accelerate program, a global co-sell initiative for AWS partners, while demonstrating strong alignment with AWS’s go-to-market strategies and initiatives. In June 2024, Beamr Cloud achieved Powered by Expertise and became available in the Oracle Cloud Marketplace for Oracle Cloud Infrastructure, or OCI, customers, with plans to extend our services to other cloud platforms. We have managed to complete certain features, such as codec modernization and resize transformations, and we plan to offer additional capabilities, such as AI-specific workflows that are optimized for machine learning and AI.
Our technology addresses critical challenges associated with large-scale video workflows, including storage, networking, and operational efficiency. Beamr’s value proposition, enabling end-users of the solution significant storage and networking costs savings of 30%-50%, continues to gain traction across verticals where video is central to business activity and its usage is growing rapidly. These challenges are particularly acute in markets such as media and entertainment, user-generated content, and machine learning sectors.
3
We collaborated with NVIDIA, a multinational technology company and a leading developer of GPUs, with an annual revenue of $130.5 billion for the fiscal year 2025. 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 all major cloud platforms. We continue to further collaborate with NVIDIA on further development of our the Beamr NVENC CABR solution, which is the world’s first GPU accelerated encoding solution powered with our CABR.
Our effort is to position ourselves to be at the forefront of innovation in the video processing landscape for different AI purposes. A notable example is the autonomous vehicles (AV) market, where video is the dominant data type and training of a single autonomous model may require tens to hundreds of petabytes. This results in a pressing, costly challenge for autonomous vehicles and machine learning teams: managing video data at scale, including long-term storage and the significant infrastructure investment required
In March 2025, Beamr Cloud became available to members of NVIDIA’s startup and ISV programs at special rates, helping accelerate their AI development and deployment with high-quality, high-performance, GPU-accelerated video operations
In June 2025, we launched a high-performance, high-quality video compression solution designed to address challenges in the fast-growing AV industry, that relies on massive usage of video data. We have recently engaged in multiple Proof of Concepts with AV system developers, several of which were successful in further validating Beamr’s contribution to the AV industry.
Impact of the War in Israel
In October 2023, Israel was attacked by a terrorist organization and entered a state of war on several fronts. In June 2025, in light of continued nuclear threats and intelligence assessments indicating imminent attacks, Israel launched a preemptive strike directly targeting military and nuclear infrastructure inside Iran, aimed at disrupting Iran’s capacity to coordinate or launch further hostilities against Israel, as well as to degrade its nuclear program. In response, Iran launched multiple waves of drones and ballistic missiles at Israeli cities. While most of these attacks were intercepted, several caused civilian casualties and damage to infrastructure. The Israeli military conducted additional operations against Iranian assets. While a ceasefire was reached between Israel and Iran in June 2025 after 12 days of hostilities, the situation remains volatile. A broader regional conflict involving additional state and non-state actors remains a significant risk. 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. Some of our employees in Israel were called up for reserve service; however, our product and business development activities remain on track. The intensity and duration of the security situation in Israel 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. If the ceasefires declared collapse or a new war commences or hostilities expand to other fronts, our operations may be adversely affected.
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).
Revenue from the sale of software license (either timely-based or perpetual) is recognized at a point in time in which the license is delivered to the customer. The software license is considered a distinct performance obligation, as the customer can benefit from the software on its own. Revenue from PCS services are also derived from annual maintenance providing for unspecified upgrades on a when-and-if-available basis. We consider the PCS performance obligation as a distinct performance obligation that is satisfied over time and recognized on a straight-line basis over the contractual period (mainly over a period of one year either for timely-based license or for perpetual license).
4
Advertising
Commencing 2022, revenue in small volume is also derived from the traffic operations in the Google AdSense program, a web advertising platform, that we make available on our websites. Google pays us on a cost-per-click basis. We recognize as revenue the fees paid to it by Google based on the volume of clicks through to Google AdSense advertisements.
Cost of Revenue
Cost of software licensing and related maintenance and technical support services revenues primarily consist of costs related to salaries, of our support team and additional overhead allocation costs such as rent and utilities to all departments based on relative headcount. In addition, cost of revenues includes amortization of internal-use software costs that were capitalized.
Gross Margins
Gross margins have been, and will continue to be, affected by a variety of factors, including the average sales price of our products and services, volume growth, the mix of revenues, software licenses, maintenance and technical support and professional services, onboarding of new media and telecom customers, and changes in cloud infrastructure and personnel costs.
Operating Expenses
Research and Development
Our research and development expenses consist primarily of costs incurred for personnel-related expenses for our technical staff, including salaries and other direct personnel-related costs excluding costs associated with creating the internally developed software related to our cloud-based SaaS. Additional expenses include consulting, amortization of acquired technology and professional fees for third-party development resources. We expect our research and development expenses to increase in absolute dollars for the foreseeable future as we continue to dedicate substantial resources to develop, improve and expand the functionality of our solutions. 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.
Selling and Marketing Expenses
Our selling and marketing expenses consist primarily of personnel related costs for our sales and marketing functions, including salaries and other direct personnel-related costs. Additional expenses include consulting, conferences, sponsorships and marketing program costs, amortization of acquired customer relationships and 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 expenses to increase on an absolute dollar basis for the foreseeable future as we continue to increase investments to support our growth and as a result of our becoming a public company.
We allocate overhead expenses related to the services agreement under which we receive recurring consulting and related services from our founder Sharon Carmel as Chief Executive Officer and an entity controlled by him, Sharon Carmel Management, Ltd. The allocation was done based on the management estimation to reflect the contribution to the related activity.
5
Financing Income (Expenses), Net
Financing income (expenses), net consists of amortization of discounts and interest expense on our indebtedness, changes in the fair value of certain warrants and convertible advanced investments, 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, 2025, compared to six months ended June 30, 2024
Operating Results
The following table sets forth a summary of our operating results:
| Six Months Ended June 30, | ||||||||
| (U.S. dollars in thousands) | 2025 | 2024 | ||||||
| Revenues | $ | 1,068 | $ | 1,001 | ||||
| Cost of revenues | $ | (151 | ) | $ | (85 | ) | ||
| Gross profit | $ | 917 | $ | 916 | ||||
| Operating expenses: | ||||||||
| Research and development | $ | (2,043 | ) | $ | (1,002 | ) | ||
| Sales and marketing | $ | (1,061 | ) | $ | (310 | ) | ||
| General and administrative | $ | (1,231 | ) | $ | (1,152 | ) | ||
| Operating loss | $ | (3,418 | ) | $ | (1,548 | ) | ||
| Financing income (expenses), net | $ | 244 | $ | (396 | ||||
| Loss before taxes on income | $ | (3,174 | ) | $ | (1,944 | ) | ||
| Taxes on income | $ | (11 | ) | $ | (21 | ) | ||
| Net loss | $ | (3,185 | ) | $ | (1,965 | ) | ||
6
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) | 2025 | 2024 | ||||||
| Revenues | $ | 1,068 | $ | 1,001 | ||||
| Cost of revenues | $ | (151 | ) | $ | (85 | ) | ||
| Gross profit | $ | 917 | $ | 916 | ||||
Revenues increased by $0.07 million, or 7% to $1.07 million for the six months ended June 30, 2025, from $1.0 million for the six months ended June 30, 2024. The increase was primarily driven by new customer wins partially offset by other contracts that were not renewed.
Operating Expenses
Research and Development Expenses
| Six Months Ended June 30, | ||||||||
| (U.S. dollars in thousands) | 2025 | 2024 | ||||||
| Salary and related expenses | $ | (1,388 | ) | $ | (632 | ) | ||
| Professional fees | $ | (481 | ) | $ | (242 | ) | ||
| Depreciation, amortization | $ | (6 | ) | $ | (3 | ) | ||
| Travel and overhead expenses | (168 | ) | (125 | ) | ||||
| Total research and development expenses | $ | (2,043 | ) | $ | (1,002 | ) | ||
Research and development expenses increased by $1.04 million, or 104% to $2.04 million for the six months ended June 30, 2025, from $1.0 million for the six months ended June 30, 2024. The increase was primarily due to an increase of $0.75 million in salaries due to increased personnel and an increase of $0.24 million in professional fees due to additional sub-contractors and cloud costs.
Selling and Marketing Expenses
| Six Months Ended June 30, | ||||||||
| (U.S. dollars in thousands) | 2025 | 2024 | ||||||
| Salary and related expenses | $ | (600 | ) | $ | (126 | ) | ||
| Professional fees and platform commissions | $ | (208 | ) | $ | (89 | ) | ||
| Amortization expenses | $ | (12 | ) | $ | (11 | ) | ||
| Marketing conferences and trade shows | $ | (120 | ) | $ | (51 | ) | ||
| Travel and overhead expenses | $ | (121 | ) | $ | (33 | ) | ||
| Total selling and marketing expenses | $ | (1,061 | ) | $ | (310 | ) | ||
Selling and marketing expenses increased by $0.75 million, or 242% to $1.06 million for the six months ended June 30, 2025, from $0.3 million for the six months ended June 30, 2024. The increase was primarily due to an increase in salaries due to increased personnel and an increase in conference costs, including travel and sponsorships.
7
General and Administrative Expenses
| Six Months Ended June 30, | ||||||||
| (U.S. dollars in thousands) | 2025 | 2024 | ||||||
| Salary and related expenses | $ | (492 | ) | $ | (241 | ) | ||
| Professional fees and consulting | $ | (617 | ) | $ | (737 | ) | ||
| Overhead allocated | $ | 129 | $ | 83 | ||||
| Travel, office and other expenses | $ | (251 | ) | $ | (257 | ) | ||
| Total general and administrative expenses | $ | (1,231 | ) | $ | (1,152 | ) | ||
General and administrative expenses increased by $0.08 million, or 7% to $1.23 million for of six months ended June 30, 2025, from $1.15 million for of six months ended June 30, 2024. The increase was primarily due to an increase in salaries due to the hiring of additional personnel.
Financing Income (Expenses), Net
| Six Months Ended June 30, | ||||||||
| (U.S. dollars in thousands) | 2025 | 2024 | ||||||
| Change in fair value of derivative warrants liability | $ | - | $ | (577 | ) | |||
| Amortization of discount and accrued interest on straight loan received from commercial banks | $ | (30 | ) | $ | (52 | ) | ||
| Amortization of discount relating to loan received from controlling shareholder | $ | - | (10 | ) | ||||
| Interest on bank deposits | $ | 296 | 228 | |||||
| Exchange rate differences and other finance expenses | $ | (22 | ) | $ | 15 | |||
| Total financing expenses, net | $ | 244 | $ | (396 | ) | |||
Financing income increased by $0.64 million, or 161% to $0.24 million for the six months ended June 30, 2025, from $(0.4) million for the six months ended June 30, 2024. The increase was primarily due to interest income on bank deposits offset by change in fair value of derivative warrant liability in the comparable period.
Taxes on Income
| Six Months Ended June 30, | ||||||||
| (U.S. dollars in thousands) | 2025 | 2024 | ||||||
| Taxes on income | $ | (11 | ) | $ | (21 | ) | ||
Taxes on income decreased by $0.01 million, or 50% to $0.01 million for the six months ended June 30, 2025, from $0.021 million for the six months ended June 30, 2024. The decrease was primarily due to prior year taxes included in the six months ended June 30, 2024.
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 initial public offering on the Nasdaq in March 2023 and our follow-on public offering in February 2024.
8
We believe that our existing capital resources and cash flows from operations together with funds received from the initial public offering and follow on offering will be adequate to satisfy our expected liquidity requirements through the next twelve months. Without derogating from the foregoing estimate regarding our existing capital resources and cash flows from operations, we may decide to raise further funds in the future through additional public or private offerings. We believe that, if required, we will be able to raise additional capital or reduce discretionary spending to provide the required liquidity beyond the next twelve months.
Our future capital requirements will depend on many factors, including our revenue growth, the timing and extent of investments to support such growth, the expansion of sales and marketing activities, increases in general and administrative costs and many other factors as described under “Risk Factors” in the Annual Report.
To the extent additional funds are necessary to meet our long-term liquidity needs as we continue to execute our business strategy, we anticipate that they will be obtained through the incurrence of additional indebtedness, additional equity financings or a combination of these potential sources of funds; however, such financing may not be available on favorable terms, or at all. If we are unable to raise additional funds when desired, our business, financial condition and results of operations could be adversely affected.
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) | 2025 | 2024 | ||||||
| Net cash used in operating activities | $ | (2,472 | ) | (957 | ) | |||
| Net cash used in investing activities | $ | (7,609 | ) | (3,813 | ) | |||
| Net cash provided (used) by financing activities | $ | (109 | ) | 12,813 | ||||
| Change in cash, cash equivalents | $ | (10,190 | ) | 8,043 | ||||
| Cash, cash equivalents at beginning of period | $ | 16,483 | 6,116 | |||||
| Cash, cash equivalents at end of period | $ | 6,293 | 14,159 | |||||
Net cash used in operating activities
For the six months ended June 30, 2025, net cash used in operating activities was mainly due to a net loss of $3.18 million, which was offset by depreciation and amortization of $0.12 million, share-based compensation expenses of $0.32 million and changes in other working capital items of $0.27 million as shown in the condensed consolidated statement of cash flows of the interim financial statements.
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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.
Investing Activities
For the six months ended June 30, 2025, net cash used in investing activities was mainly due to a $7.6 million investment in short-term bank deposits.
For the six months ended June 30, 2024, net cash used in investing activities was mainly due to a $3.5 million investment in short-term bank deposits and $0.3 million capitalization of internal-use software.
Financing Activities
Net cash used in financing activities of $0.11 million for the six months ended June 30, 2025 was mainly due to the repayment of principal relating to straight loan received from commercial bank of $0.13 million offset by proceeds received from exercise of options into shares of $0.02 million.
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.
Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements as of June 30, 2025.
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, 2024 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, 2025 of $0.36 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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