Beamr Imaging Ltd 6-K, filed Aug 1, 2023
Beamr Imaging Ltd. (BMR)
About this 6-K
Beamr Imaging Ltd filed this 6-K on August 1, 2023.
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Form S-8 (File No. 333-272779), to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.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 1, 2023, Beamr Imaging Ltd. (the “Company”) issued a press release entitled “Beamr Announces First Half 2023 Financial Results”. In addition, on the same day, the Company issued condensed consolidated interim financial statements (unaudited) as of June 30, 2023 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:
1
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 1, 2023 | By: | /s/ Sharon Carmel |
| Name: | Sharon Carmel | |
| Title: | Chief Executive Officer | |
2
Exhibit 99.1
Beamr Announces First Half 2023 Financial Results
Herzeliya, Israel, Aug. 01, 2023 (GLOBE NEWSWIRE) -- Beamr Imaging Ltd (NASDAQ: BMR), a leading provider of video optimization solutions, today reported financial results for the six months ended June 30, 2023.
Sharon Carmel, Beamr CEO stated “Since the IPO, we shifted gears in building out our cloud-based SaaS solution based on our video optimization technology. We have been hiring and strengthening our team to meet our first milestone of launching the beta version of our SaaS video optimization solution that was released ahead of time in Q2 2023. We plan to continue releasing updates to our SaaS solution with additional capabilities that will include the already announced Nvidia acceleration and automation tools for large scale video optimization and we believe we are on time with a commercial launch in Q1 2024 as planned.”
First Half 2023 & Recent Highlights
| ● | Beamr teamed up with Wochit as a design partner for its upcoming SaaS offering. |
| ● | NVIDIA Corporation released Video Codec SDK 12.1, including new APIs to support Beamr Content Adaptive Bit Rate (CABR) library, as part of the new Nvidia Encoder (NVENC) features enabling enhanced video processing use-cases on Nvidia GPUs. |
| ● | Beamr released the first beta version of its video optimization service. Beamr’s new file-to-file optimization service aims to bring cutting-edge technology. |
| ● | Beamr signed licensing agreement with TAG Video Systems, the world leader in software-based integrated IP Multiviewing, Probing, and Monitoring solutions, whereby TAG Video Systems plans to integrate Beamr’s cutting-edge Beamr 5 HEVC encoder into their flagship monitoring & visualization system. |
| ● | Beamr closed its IPO on March 2, 2023, issuing 1,950,000 ordinary shares. Gross proceeds for the offering were approximately $7.8 million prior to deducting underwriting discounts and other offering expenses. |
First Half 2023 Financial Results
| ● | Revenues increased by $0.027 million, or 2.9% to $0.955 million for the six months ended June 30, 2023, from $0.928 million for the six months ended June 30, 2022. The increase was primarily due to signing a new license agreement. |
| ● | Cost of revenues were $0.05 million for the six months ended June 30, 2023 and 2022 with no material change during those periods. |
| ● | Research and development expenses decreased by $0.087 million, or 8.7% to $0.912 million for six months ended June 30, 2023, from $0.999 million for the six months ended June 30, 2022. The decrease was mainly due to a decrease in salaries resulting from the termination of certain employees as the company focuses on building its new SAAS solution. |
| ● | Selling and marketing expenses decreased by $0.271 million, or 57.9% to $0.197 million for the six months ended June 30, 2023, from $0.468 million for the six months ended June 30, 2022. The decrease was primarily due to a decrease in salaries resulting from the termination of certain employees and a decrease in professional fees related to marketing vendors. |
| ● | General and administrative expenses increased by $0.427 million, or 114% to $0.8 million for the six months ended June 30, 2023, from $0.373 million for the six months ended June 30, 2022. The increase was primarily due to increased service provider expenses related to the Company becoming a public company listed on Nasdaq including increased legal, insurance and accounting expenses. |
| ● | Finance income decreased by $0.044 million, or 33.6% to $0.087 million for the six months ended June 30, 2023, from $0.131 million for the six months ended June 30, 2022. The decrease was primarily due to a decrease in the change of fair value of convertible advanced investment offset by discount expenses relating to a loan received from controlling shareholder, amortization of discount and accrued interest relating to a straight loan received from a commercial bank and a change in fair value of derivative warrant liability. |
| ● | Net loss for the six months ended June 30, 2023 was $0.924 million or $0.10 basic net loss per ordinary share, compared to a net loss of $0.836 million, or $0.32 basic net loss per ordinary share, in the six months ended June 30, 2022. The increase in the net loss is attributed mainly to above change in the operating expenses. |
| ● | Beamr ended the second quarter of 2023 with $6.2 million in cash and cash equivalents, compared to $0.7 million as of December 31, 2022. |
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 U.S. Securities and Exchange Commission (the “SEC”) on April 24, 2023 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
Exhibit 99.2
BEAMR IMAGING LTD.
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2023
BEAMR IMAGING LTD.
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS
OF JUNE 30, 2023
INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
i
BEAMR IMAGING LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
(U.S. dollars in thousands except share and per share amounts)
As
of | As of December 31, | |||||||
| 2023 | 2022 | |||||||
| Unaudited | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Trade receivables | ||||||||
| Other current assets | ||||||||
| Total current assets | ||||||||
| Non-current assets: | ||||||||
| Deferred offering costs | ||||||||
| Property and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Goodwill | ||||||||
| Total non-current assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) | ||||||||
| 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 | $ | $ | ||||||
| Liability to controlling shareholder, net | ||||||||
| Derivative warrant liability | ||||||||
| Convertible advanced investments | ||||||||
| Total non-current liabilities | ||||||||
| Commitments and contingent liabilities | ||||||||
| Shareholders’ equity (deficit): | ||||||||
| Ordinary Shares of NIS | ||||||||
| Authorized: | ||||||||
| Convertible Ordinary 1 and 2 Shares of NIS | ||||||||
| Authorized: | ||||||||
| Convertible Preferred Shares of NIS | ||||||||
| Authorized: | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total shareholders’ equity (deficit) | ( | ) | ||||||
| Total liabilities and shareholders’ equity (deficit) | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-1
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, | ||||||||
| 2023 | 2022 | |||||||
| Unaudited | ||||||||
| Revenues | $ | $ | ||||||
| Cost of revenues | ( | ) | ( | ) | ||||
| Gross profit | ||||||||
| Research and development expenses | ( | ) | ( | ) | ||||
| Sales and marketing expenses | ( | ) | ( | ) | ||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Operating loss | ( | ) | ( | ) | ||||
| Financing income, 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-2
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’ | |||||||||||||||||||||||||||||||
| Number | Amount | Number | Amount | Number | Amount | capital | deficit | Equity (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 (Note 3A) | ( | ) | ( | ) | ( | ) | ( | ) | - | - | - | |||||||||||||||||||||||||
| Automatic conversion of all convertible advanced investments into Ordinary Shares (Note 3D) | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Deemed dividend resulted from trigger of down round protection feature of certain warrants granted (Note 3E) | - | - | - | ( | ) | |||||||||||||||||||||||||||||||
| Financial liability classified to equity upon determination of exercise price of certain warrants granted (Note 3F) | - | - | - | |||||||||||||||||||||||||||||||||
| Share-based compensation (Note 5) | - | - | - | |||||||||||||||||||||||||||||||||
| Exercise of options into ordinary shares to be issued (Note 5) | - | - | - | |||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance as of June 30, 2023 (unaudited) | $ | - | $ | - | - | $ | - | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
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’ | |||||||||||||||||||||||||||||||
| Number | Amount | Number | Amount | Number | Amount | capital | deficit | Equity (deficit) | ||||||||||||||||||||||||||||
| Balance as of December 31, 2021 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
| Share-based compensation (Note 5) | - | - | - | |||||||||||||||||||||||||||||||||
| Contribution to equity due to free interest loan from controlling shareholder (Note 7) | - | - | - | |||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance as of June 30, 2022 (unaudited) | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-4
BEAMR IMAGING LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(U.S. dollars in thousands)
| Six-month period ended June 30, | ||||||||
| 2023 | 2022 | |||||||
| 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 5) | ||||||||
| Change in the fair value of convertible advanced investments (Note 3D) | ( | ) | ( | ) | ||||
| 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 3F) | ||||||||
| Change in estimation of maturity date of liability to controlling shareholder and exchange rates differences (Note 7) | ||||||||
| Amortization of discount and accrued interest on straight loan from controlling shareholder (Note 7) | ||||||||
| Exchange rate differences on straight loan from controlling shareholder (Note 7) | ( | ) | ||||||
| Decrease in trade receivables | ||||||||
| Decrease (increase) in other current assets | ( | ) | ||||||
| Decrease in accounts payable | ( | ) | ( | ) | ||||
| Increase (decrease) in deferred revenues | ( | ) | ||||||
| Increase in liability to controlling shareholder, net | ||||||||
| Decrease in other current liabilities | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Purchase of property and equipment | ( | ) | ||||||
| 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 (Note 3) | ||||||||
| Repayment of facility fee relating to straight loan received from commercial bank | ( | ) | ||||||
| Proceeds from loan received from controlling shareholder (Note 7) | ||||||||
| Repayment of principal relating to straight loan received from controlling shareholder (Note 7) | ( | ) | ||||||
| Proceeds received from exercise of options into shares to be issued (Note 5) | ||||||||
| Deferred offering costs | ( | ) | ||||||
| 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: | ||||||||
| Deferred offering costs | $ | ( | ) | $ | ||||
| Contribution to equity due to free interest loan from controlling shareholder | $ | $ | ||||||
| Amount classified to equity upon determination of the exercise price | $ | $ | ||||||
| Automatic conversion of convertible advanced investments into shares | $ | $ | ||||||
| Deemed dividend upon trigger of down round protection | $ | $ | ||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Interest paid | $ | $ | ||||||
| Taxes paid | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-5
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. The Company engages in the development of an optimization technology for video and photo compression.
| B. | Foreign operations |
| 1. | Beamr Inc. |
In 2012, the Company incorporated a wholly owned U.S. subsidiary named 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 named Beamr Imaging RU LLC (“Beamr Imaging RU”) for the purpose of conducting research and development services to the Company.
The Company and its entities herein considered 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 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, 2022, the Company had net losses of
$
During the year ended December 31,
2022, the Company raised net amounts of $
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 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.
F-6
BEAMR IMAGING LTD.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(U.S. dollars in thousands)
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, 2022, as was filed with the Securities and Exchange Commission (“SEC”) on April 24, 2023. 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, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 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) revenue 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.
| E. | Basic and diluted net loss per ordinary share |
The Company applies
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 periods
of six months ended June 30, 2023 and 2022, 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, share warrants
and convertible advanced investments that were excluded from the calculation of the diluted loss per share was
F-7
BEAMR IMAGING LTD.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(U.S. dollars in thousands)
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.)
| E. | Basic and diluted net loss per ordinary share (Cont.) |
Six-month
period ended | ||||||||
| 2023 | 2022 | |||||||
| Unaudited | ||||||||
| Numerator: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Deemed dividend related to trigger of down round protection feature (see Note 3E below) | ( | ) | ||||||
| Net basic loss from operations | $ | ( | ) | $ | ( | ) | ||
| Change in fair value of convertible advanced investment (see Note 6 below) | ( | ) | ||||||
| Net diluted loss from operations | $ | ( | ) | $ | ( | ) | ||
| Denominator: | ||||||||
| Ordinary shares used in computing basic net loss per share | ||||||||
| 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 from operation | $ | ( | ) | $ | ( | ) | ||
| Diluted net loss per ordinary share from operation | $ | ( | ) | $ | ( | ) | ||
F-8
BEAMR IMAGING LTD.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(U.S. dollars in thousands)
NOTE 3 - SIGNIFICANT TRANSACTIONS
On February 27, 2023, the Company
announced the pricing of its IPO of
Direct and incremental costs incurred
related to the IPO amounted to $
The Ordinary Shares began trading on the Nasdaq Capital Market under the ticker symbol “BMR” on February 28, 2023. The Company’s IPO closed on March 2, 2023.
Following completion of the aforesaid IPO, the following occurred -
| A. | The holders of all shares with preferences over Ordinary
Shares (i.e. Convertible Preferred Shares and Convertible Ordinary 1 and 2 Shares) voluntary effected a conversion of all such shares
into |
| B. | The Company’s authorized shares were increased from |
| C. | A reverse share split of all outstanding Ordinary Shares
of the Company was effected at a ratio of 5:1 so that each 5 ordinary shares nominal value NIS |
| D. | Automatic conversion of all outstanding Convertible Advance
Investment amounts in nominal value of $ |
| E. | A down round protection feature of certain warrants granted
in previous years to Silicon Valley Bank was triggered by the way of reduction of their exercise price from $ |
| F. | Classification of warrants to purchase |
F-9
BEAMR IMAGING LTD.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(U.S. dollars in thousands)
NOTE 4 - SHAREHOLDERS’ EQUITY (DEFICIT)
As
of | As
of | |||||||||||||||
| Authorized | Issued and outstanding | Authorized | Issued and outstanding | |||||||||||||
| Unaudited | Audited | |||||||||||||||
| Number of shares | ||||||||||||||||
| Shares of NIS 0.05 par value: | ||||||||||||||||
| Series Ordinary Shares | ||||||||||||||||
| Series Convertible Ordinary 1 Shares | ||||||||||||||||
| Series Convertible Ordinary 2 Shares | ||||||||||||||||
| Series Convertible B Preferred Shares | ||||||||||||||||
| Series Convertible B1 Preferred Shares | ||||||||||||||||
| Series Convertible C Preferred Shares | ||||||||||||||||
| Total | ||||||||||||||||
The Ordinary Shares confer upon the holders thereof all rights accruing to a shareholder of the Company, as provided in the Company’s Articles of Association (the “Articles”), including, without limitation, the right to receive notices of, and to attend, all general meetings, the right to vote thereat with each Ordinary Share held entitling the holder thereof to one vote at all general meetings (and written actions in lieu of meetings), the right to participate and share on a per share basis, in any distribution and in distribution of surplus assets and funds of the Company in the event of a liquidation event, and certain other rights as may be expressly provided for herein or under the Companies Law. All Ordinary Shares rank pari passu amongst themselves for all intents and purposes, including, without limitation, in relation to the amounts of capital paid or credited as paid on their nominal value. As discussed in Note 3C above all convertible ordinary and preferred shares converted into Ordinary Shares in connection with the IPO.
NOTE 5 - 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 designate 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 to 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.
The Plan permits the grant of up to
F-10
BEAMR IMAGING LTD.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(U.S. dollars in thousands)
NOTE 5 - SHARE OPTIONS (Cont.)
| Number of Share Options | Weighted | 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) | ||||||||||||||||
| Number of Share Options | Weighted | Weighted average remaining contractual life | Intrinsic value | |||||||||||||
| $ | (years) | $ | ||||||||||||||
| Outstanding as of December 31, 2021 | ||||||||||||||||
| Forfeited or expired | ( | ) | ||||||||||||||
| Outstanding as of June 30, 2022 (unaudited) | ||||||||||||||||
| Exercisable as of June 30, 2022 (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.
| Exercise price | Share options outstanding as of June 30, 2023 | Weighted | Share options exercisable as of June 30, 2023 | Weighted average remaining contractual term | ||||||||||||
| Unaudited | ||||||||||||||||
| (years) | (years) | |||||||||||||||
F-11
BEAMR IMAGING LTD.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(U.S. dollars in thousands)
NOTE 5 - SHARE OPTIONS (Cont.)
The weighted average grant date fair value of
share options granted during the period of six months ended June 30, 2023, was $
During the periods of six months ended June 30,
2023,
Six-month period ended June 30, | ||||||||
| 2023 | 2022 | |||||||
| Volatility (%) | % | |||||||
| Risk-free interest rate (%) | ||||||||
| Dividend yield (%) | - | |||||||
| Expected life (years) | ||||||||
| Exercise price ($) | ||||||||
| Share price ($) | - | |||||||
As of June 30, 2023, there was $
Six-month period ended June 30, | ||||||||
| 2023 | 2022 | |||||||
| Unaudited | ||||||||
| Research and development | $ | $ | ||||||
| Sales and marketing | ||||||||
| General and administrative | ||||||||
| $ | $ | |||||||
NOTE 6 - FINANCING INCOME, NET
Six-month period ended June 30, | ||||||||
| 2023 | 2022 | |||||||
| 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 | ||||||||
| Exchange rate differences and other finance expenses | ( | ) | ||||||
| $ | ( | ) | $ | ( | ) | |||
| (*) |
F-12
BEAMR IMAGING LTD.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(U.S. dollars in thousands)
NOTE 7 - RELATED PARTIES TRANSACTIONS
The liability to related party 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 45 thousand. On March 14, 2022, the Company’s shareholders approved, among other matters, to renew the service agreement with the Founder for a period ending December 31, 2025.
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 following 24-months period. However, following completion of the IPO n (see also Note 3 above), 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
Six-month period ended June 30, | ||||||||
| 2023 | 2022 | |||||||
| Opening balance | ||||||||
| Accrued liability in respect to additional services rendered | ||||||||
| Recognition of capital contribution from a controlling shareholder | (**) | ( | ) | |||||
| 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 | ||||||||
| (*) |
| (**) |
F-13
BEAMR IMAGING LTD.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(U.S. dollars in thousands)
NOTE 7 - RELATED PARTIES TRANSACTIONS (Cont.)
As of June 30, | As of December 31, | |||||||
| 2023 | 2022 | |||||||
| Unaudited | ||||||||
| First year (current maturities) | $ | $ | ||||||
| Second year | ||||||||
| Closing balance | $ | $ | ||||||
Six-month period ended June 30, | ||||||||
| 2023 | 2022 | |||||||
| 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 8 - 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 (August 1, 2023). Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements.
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, 2022 (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; |
| ● | 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; |
| ● | risks related to business, political, social, economic and security conditions in Israel and Russia (including the ongoing conflict between Russia and Ukraine); |
| ● | 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; |
| ● | 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. |
2
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.
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 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, GPUs, and application processors.
Our current product line is mainly geared to the high end, high quality media customers and we count among our enterprise customers Netflix, Snapfish, ViacomCBS, VMware, Genesys, Deluxe, Citrix, Walmart, Photobox, Antix, Dalet, TAG, 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 HW-Accelerated Content Adaptive Encoding 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.
We are currently collaborating with NVIDIA, a multinational technology company and a leading developer of GPUs, with an annual revenue of $26.9 billion for the fiscal year 2022, to develop the Beamr HW-Accelerated Content Adaptive Encoding solution, the world’s first GPU accelerated encoding solution powered with our CABR, which will allow fast and easy end-user deployment combined with superior video compression rates. Upon completion, our CABR software will execute directly on NVIDIA GPU cores and interact 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.
3
As planned, the first version of the integrated video optimization engine was released at the end of the first quarter of 2023 and in the second quarter of 2023 we released the beta version of our cloud based SaaS platform. Following that, we plan to commercially launch the first release of our cloud based Beamr HW-Accelerated Content Adaptive Encoding solution in the first quarter of 2024 and expect that following release, end-users of the solution will enjoy significant end-user storage and networking cost savings. Using the Beamr HW-Accelerated Content Adaptive Encoding 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.
Impact of COVID-19
For additional information, see “Item 3.D Risk Factors—Risks Related to Our Business and Industry–Any resurgence of the COVID-19 pandemic could adversely affect our business, financial condition and results of operations” in our Annual Report.
Impact of Invasion of Ukraine
In addition to our U.S. and Israel operations, we have operations in Russia through our wholly owned subsidiary, Beamr Imaging RU. Specifically, we undertake some of our software development and design, quality assurance, and support in Russia using personnel located there. While a majority of our developers are located in Russia, our research and development leadership is all located in Israel.
On February 24, 2022, Russia invaded Ukraine. The outbreak of hostilities between the two countries could result in more widespread conflict and could have a severe adverse effect on the region. Following Russia’s actions, various countries, including the U.S., Canada, the United Kingdom, Germany and France, as well as the European Union, issued broad-ranging economic sanctions against Russia. Such sanctions included, among other things, a prohibition on doing business with certain Russian companies, officials and citizens; a commitment by certain countries and the European Union to remove selected Russian banks from the Society for Worldwide Interbank Financial Telecommunications (SWIFT) electronic banking network that connects banks globally; and restrictive measures to prevent the Russian Central Bank from undermining the impact of the sanctions. In response to sanctions, the Russian Central Bank raised its interest rates and banned sales of local securities by foreigners. Russia may take additional counter measures or retaliatory actions in the future. The continuation of these hostilities may result in additional economic and other sanctions against Russia. The potential impact of the conflict and any resulting bans, sanctions and boycotts on companies doing business in Russia is currently uncertain due to the fluid nature of the conflict as it is unfolding and has the potential to result in broadened military actions. The duration of ongoing hostilities and such sanctions and related events cannot be predicted. Uncertainty as to future relations between Russia and the U.S. and other countries in the west, or between Russia and other eastern European countries, may have a negative impact on our operations.
We do not operate in any sectors of the Russian economy that have been targeted by U.S. or EU sanctions and have no reason to believe that we would be targeted by any sanctions in the future. Nonetheless, such sanctions and potential responses to such sanctions, including those that may limit or restrict transfer funds into Russia, may in the future significantly affect our ability to pay our personnel based in Russia.
Our operations and presence in Russia is limited. We have no manufacturing operations in Russia and we do not sell any products in Russia and as a consequence we have not derived any revenues from there. To date, none of our investors expressed concern with respect to our operations in Russia and none of our customers terminated or downsized their engagement with us as a result of such operations. Our employees in Russia have not to date experienced any change in their daily ability to perform their tasks. We do not expect Russia or another government to nationalize our assets or operations in Russia. In particular, our primary assets are software that are stored outside of Russia and our products and services are all delivered outside of Russia. In addition, we believe that if we needed to, we would be able to recruit personnel outside Russia without any material interruption to our operations. As a result, we believe that if nationalization were to occur, any impact on our financial statements would be immaterial.
4
Since the start of the conflict, we have been constantly evaluating our activities in Russia. Our board is responsible for overseeing risks related to Russia’s invasion of Ukraine, including risks related to cybersecurity, sanctions, employees based in Russia and risks associated with ongoing or halted operations or investments in affected regions and is actively monitoring key risks. In response to Russia’s invasion of Ukraine, in March 2022, our management presented to our board a business continuity plan. We have begun to partially implement the business continuity plan in order to address risks related to the conflict on our personnel, operations and product development that includes alternative payment solutions for personnel in Russia and relocation of certain personnel to territories outside Russia and Belarus on short notice. As of July 27, 2023, some of the Russian employees and contractors of our wholly owned subsidiary in St. Petersburg, Russia have relocated to other countries and we are continuing to monitor the situation with respect to our business continuity plan.
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. 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.
5
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, utilities and supplies to all departments based on relative headcount.
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. 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.
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 acquired customer relationships and trade names, intangible assets, 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 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.
6
Financing Income, Net
Financing income, net consists of amortization of discounts and interest expense on our indebtedness and changes in the fair value of warrants and convertible advanced investments. Financial expenses, net also includes 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 losses, we maintain a 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.
Operating Results
The following table sets forth a summary of our operating results:
| Six Months Ended June 30, | ||||||||
| (U.S. dollars in thousands) | 2023 | 2022 | ||||||
| Revenues | $ | 955 | $ | 928 | ||||
| Cost of revenues | $ | (50 | ) | $ | (49 | ) | ||
| Gross profit | $ | 905 | $ | 879 | ||||
| Operating expenses: | ||||||||
| Research and development | $ | (912 | ) | $ | (999 | ) | ||
| Sales and marketing | $ | (197 | ) | $ | (468 | ) | ||
| General and administrative | $ | 8800 | ) | $ | (373 | ) | ||
| Operating loss | $ | (1,004 | ) | $ | (961 | ) | ||
| Financing income, net | $ | 87 | $ | 131 | ||||
| Loss before taxes on income | $ | (917 | ) | $ | (830 | ) | ||
| Taxes on income | $ | (7 | ) | $ | (6 | ) | ||
| Net loss | $ | (924 | ) | $ | (836 | ) | ||
Six months ended June 30, 2023, compared to six months ended June 30, 2022
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) | 2023 | 2022 | ||||||
| Revenues | $ | 955 | $ | 928 | ||||
| Cost of revenues | $ | (50 | ) | $ | (49 | ) | ||
| Gross profit | $ | 905 | $ | 879 | ||||
7
Revenues increase by $0.027 million, or 2.9% to $0.955 million for the six months ended June 30, 2023, from $0.928 million for the six months ended June 30, 2022. The increase was primarily due to signing a new license agreement.
Operating Expenses
Research and Development Expenses
| Six Months Ended June 30, | ||||||||
| (U.S. dollars in thousands) | 2023 | 2022 | ||||||
| Salary and related expenses | $ | (741 | ) | $ | (794 | ) | ||
| Professional fees | $ | (75 | ) | $ | (87 | ) | ||
| Depreciation, amortization and overhead expenses | $ | (96 | ) | $ | (118 | ) | ||
| Total research and development expenses | $ | (912 | ) | $ | (999 | ) | ||
Research and development expenses decreased by $0.087 million, or 8.7% to $0.912 million for the six months ended June 30, 2023, from $0.999 million for the six months ended June 30, 2022. The decrease was mainly due to a decrease in salaries due to the termination of certain employees as the company focuses on building its new SAAS solution.
Selling and Marketing Expenses
| Six Months Ended June 30, | ||||||||
| (U.S. dollars in thousands) | 2023 | 2022 | ||||||
| Salary and related expenses | $ | (103 | ) | $ | (290 | ) | ||
| Professional fees and platform commissions | $ | (54 | ) | $ | (124 | ) | ||
| Amortization expenses | $ | (10 | ) | $ | (11 | ) | ||
| Marketing conferences and trade shows | $ | - | $ | (1 | ) | |||
| Travel and overhead expenses | $ | (30 | ) | $ | (42 | ) | ||
| Total selling and marketing expenses | $ | (197 | ) | $ | (468 | ) | ||
Selling and marketing expenses decreased by $0.271 million, or 57.9% to $0.197 million for the six months ended June 30, 2023, from $0.468 million for the six months ended June 30, 2022. The decrease was primarily due to a decrease in salaries due to termination of certain employees and a decrease in professional fees related to marketing vendors.
General and Administrative
| Six Months Ended June 30, | ||||||||
| (U.S. dollars in thousands) | 2023 | 2022 | ||||||
| Salary and related expenses | $ | (207 | ) | $ | (177 | ) | ||
| Professional fees and consulting | $ | (541 | ) | $ | (178 | ) | ||
| Overhead allocated | $ | 72 | $ | 79 | ||||
| Travel, office and other expenses | $ | (124 | ) | $ | (79 | ) | ||
| Total general and administrative expenses | $ | (800 | ) | $ | (355 | ) | ||
General and administrative expenses increased by $0.427 million, or 114% to $0.8 million for of six months ended June 30, 2023, from $0.373 million for of six months ended June 30, 2022. The increase was primarily due to service provider expenses related to the Company being a public entity (legal, insurance, accounting, NASDAQ fees).
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Financing Income, Net
| Six Months Ended June 30, | ||||||||
| (U.S. dollars in thousands) | 2023 | 2022 | ||||||
| Change in fair value of convertible advanced investment | $ | (270 | ) | $ | (189 | ) | ||
| $ | 106 | $ | - | |||||
| Amortization of discount and accrued interest on straight loan | $ | 68 | $ | 12 | ||||
| Amortization of discount relating to loan received from controlling shareholder | $ | 28 | $ | - | ||||
| Change in accounting estimates related to maturity date of loan received from controlling shareholder | $ | 12 | $ | - | ||||
| Exchange rate differences and other finance expenses | $ | (31 | ) | $ | 46 | |||
| Total financing expenses, net | $ | (87 | ) | $ | (131 | ) | ||
Financing income decreased by $0.044 million, or 33.6% to $0.087 million for the six months ended June 30, 2023, from $0.131 million for the six months ended June 30, 2022. The decrease was primarily due to a decrease in the change of fair value of convertible advanced investment offset by discount expenses relating to loan received from controlling shareholder, amortization of discount and accrued interest relating to straight loan received from commercial bank and a change in fair value of derivative warrant liability.
Taxes on Income
| Six Months Ended June 30, | ||||||||
| (U.S. dollars in thousands) | 2023 | 2022 | ||||||
| Taxes on income | $ | (7 | ) | $ | (6 | ) | ||
Taxes on income with no material change for the six months ended June 30, 2023, compared to the six months ended June 30, 2022.
JOBS Act
Under the JOBS 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.
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Liquidity and Capital Resources
We have financed our operations through cash generated from operations, the proceeds from private offerings, proceeds from receiving convertible advanced investments from our current shareholders and others and proceeds from our initial public offering on the Nasdaq.
We believe that our existing capital resources and cash flows from operations together with funds received from the initial public 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 additional funds in 2023. 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 our 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.
SVB Loans
On February 19, 2017, we and Beamr, Inc., our wholly owned subsidiary, entered into a Loan Agreement, or the 2017 Loan Agreement, with SVB under which we had a right to borrow from SVB up to $3 million bearing interest at a floating per annum rate equal to the Wall Street Journal Prime Rate plus 3.5% (upon occurrence of an ‘default event’ as defined in the Loan Agreement, the principal amount shall bear interest at a rate per annum which is 5% above the rate that is otherwise applicable thereto) which shall be payable monthly. In June 2018, we subsequently drew down a cash amount in the aggregate principal amount of $3 million, or the 2017 Loan, payable in 36 equal installments on a monthly basis commencing the following month after drawdown. On July 26, 2022, we terminated the 2017 Loan Agreement. The Loan is sometimes referred to herein as a “straight loan”.
In connection with the execution of the 2017 Loan Agreement, we issued to SVB a 15-year warrant to purchase (i) 41,040 Series C Convertible Preferred Shares at an exercise price of $5.12 per share or (ii) 41,040 shares to be issued in the ‘next round’ at an exercise price equal to the lowest price per share at which we will sell and issue shares of the next round shares.
On April 15, 2020, we signed a deferral agreement in connection with the 2017 Loan Agreement with SVB according to which it was agreed that the original monthly repayment date for the principal due from May 2020 to October 2020 shall be extended by a period of six months commencing November 2020.
In addition, on April 29, 2021, or the Deferral Effective Date, we signed a second deferral agreement in connection with the 2017 Loan Agreement with SVB according to which it was agreed that the original monthly repayment date for the principal due from May 2021 to October 2021 shall be extended by a period of six months commencing November 2021. In consideration, we agreed to (i) pay to SVB a total deferral facility fee equal to $50, which fee shall be fully earned at the Deferral Effective Date, and payable in 10 monthly equal installments over the period commencing April 29, 2021 through January 29, 2022; (ii) reimburse SVB for all reasonable legal fees and expenses incurred in connection with the deferral agreement and (iii) issue to SVB a 15-year warrant to purchase 9,764 shares exercisable at an exercise price of $5.12 per share (subject to standard adjustments) into either Series C Preferred Shares or a class of securities sold and issued by us in the next equity financing round. Furthermore, if SVB exercises the warrant and the warrant value (as determined in the warrant) is lower than $0.5 million, then immediately following such exercise, we are required to pay the holder an amount equal to the difference between the $0.5 million and the warrant value.
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On February 17, 2022, we entered into a second Loan and Securities Agreement, or the 2022 Loan Agreement providing a credit line against our accounts receivables. According to the 2022 Loan Agreement, commencing as of August 1, 2022 through December 31, 2022, SVB may, in its sole discretion in each instance, pursuant to our request, finance specific eligible account receivables of ours, as determined in the 2022 Loan Agreement, in a total amount equal to the face amount of the eligible account receivable multiplied by a rate of 80%, subject to reduction by SVB in its discretion, or the Advance, provided that the aggregate amount of all outstanding Advances shall not exceed the lesser of (i) an aggregate principal amount equal to $0.35 million, or the Revolving Line, or (ii) 80% of all eligible account receivables minus the sum of all outstanding principal amounts of any Advances, subject to reduction by SVB in its discretion. The outstanding principal amount of any Advance shall accrue interest at a floating rate per annum equal to the greater of (i) 8.25% and (ii) a floating per annum rate equal to the Wall Street Journal Prime Rate plus 5% (upon occurrence of a ‘default event’ as defined in the 2022 Loan Agreement, the aggregate loan principal amount shall bear interest at a rate per annum which is 5% above the rate that is otherwise applicable thereto). Interest on the principal amount of each Advance will be payable in monthly arrears (i) on each the last day of each month and (ii) on December 31, 2022, or the Revolving Line Maturity Date. The security interest granted in the 2022 Loan Agreement shall at all times continue to be a first priority perfected security. On July 26, 2022, we terminated the 2022 Loan Agreement and the security interest on all our assets was removed.
Upon making of the initial Advance, we agreed to issue to SVB a warrant to purchase (i) 4,784 Series C Convertible Preferred Shares, or (ii) ordinary shares in the event that we have listed its securities for trading on Nasdaq, or (iii) upon SVB’s written irrevocable election in its sole discretion, the same class and series, or other designation, of convertible preferred share or other senior equity security sold and issued by us in the next equity financing over a 15-years period commencing the issuance date of such warrant, at an exercise price of $5.12 per share, provided that if the class is the next equity financing securities, then the exercise price shall be the lowest price per share for which next equity financing securities are sold or issued by us. Upon termination of the 2022 Loan Agreement, we have no commitment to issue to SVB the aforesaid warrant.
As of July 27, 2023, we held approximately $1,000 at SVB and do not have any additional deposits or securities in accounts at SVB.
Convertible Advance Investment
On August 25, 2021 and August 6, 2019, we entered into separate advance investment agreements with several current shareholders under which we raised an amount of $0.56 and $0.31 million, respectively, which was not interest bearing but was eligible for conversion into our ordinary shares based on a variable conversion price depending on the occurrence of certain liquidation events. Upon completion of our initial public offering, the advance investment amounts were fully converted into an aggregate of 1,142,856 ordinary shares based on a conversion price of $3.20 per ordinary share.
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 over 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 exercise price of the warrant was determined at $3.20 per share following the completion of our initial public offering. The warrant can be exercised on cashless exercise based on the discretion of IBI.
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Completion of our Initial Public Offering
On February 27, 2023, we announced the pricing of 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 $7,800,000 prior to deducting underwriting discounts and other offering expenses.
Our ordinary shares began trading on the Nasdaq Capital Market under the ticker symbol “BMR” on February 28, 2023.
Cash Flows
The following table summarizes our cash flows for the periods presented:
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| Six Months Ended June 30, | |||||||
| (U.S. dollars in thousands) | 2023 | 2022 | ||||||
| Net cash used in operating activities | $ | (1,015 | ) | (101 | ) | |||
| Net cash used in investing activities | $ | (4 | ) | - | ||||
| Net cash provided by (used in) financing activities | $ | 6,550 | (548 | ) | ||||
| Change in cash, cash equivalents | $ | 5,531 | (649 | ) | ||||
| Cash, cash equivalents at beginning of period | $ | 693 | 1,028 | |||||
| Cash, cash equivalents at end of period | $ | 6,224 | 379 | |||||
Net cash used in operating activities
For the six months ended June 30, 2023, net cash used in operating activities was mainly due to a net loss of $0.9 million, $0.27 million of change in the fair value of convertible advanced investments, which was offset by $0.17 million of share-based compensation, $0.1 million change in the fair value of derivative warrant liability and $0.1 million change in other working capital items as shown in the condensed consolidated statement of cash flows of the interim financial statements.
For the six months ended June 30, 2022, net cash used in operating activities was mainly due to a net loss of $0.8 million, $0.2 million of change in the fair value of convertible advanced investments, which was offset by $0.1 million of share-based compensation, $0.7 million change in trade receivables and $0.05 million change in other working capital items as shown in the condensed consolidated statement of cash flows of the interim financial statements.
Investing Activities
For the three months ended June 30, 2023 and 2022 and six months ended June 30, 2023 and 2022, the change in net cash used in investing activities was immaterial.
Financing Activities
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.
Net cash used in financing activities of $0.5 million for the six months ended June 30, 2022 was related to repayment of a straight loan of $0.5 million and deferred offering costs of $0.04 million.
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Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements as of June 30, 2023.
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, 2022 for additional information regarding these and our other significant accounting policies.
Jumpstart Our Business Startups Act of 2012
Under the JOBS 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.
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, 2023 of $0.14 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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