BMR Beamr Imaging Ltd

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 6-K

 

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

 

For the month of February 2024

 

Commission file number: 001-41523

 

BEAMR IMAGING LTD.

(Translation of registrant’s name into English)

 

10 HaManofim Street

Herzeliya, 4672561, Israel

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☒      Form 40-F ☐

 

This Form 6-K is hereby incorporated by reference into the registrant’s Registration Statement 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Form S-8 (File No. 333-272779), to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

 

 

 

CONTENTS

 

Attached hereto and incorporated herein is the Registrant’s press release issued on February 15, 2024, titled “Beamr Imaging Ltd. Announces Closing of Public Offering and Full Exercise of Underwriter’s Option to Purchase Additional Shares”.

 

EXHIBIT INDEX

 

Exhibit No.
99.1		Press release titled: “Beamr Imaging Ltd. Announces Closing of Public Offering and Full Exercise of Underwriter’s Option to Purchase Additional Shares”.

 

 

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: February 15, 2024	By:	/s/ Sharon Carmel
	Name:	Sharon Carmel
	Title:	Chief Executive Officer

 

 

Exhibit 99.1

 

Beamr Imaging Ltd. Announces Closing of Public Offering and Full Exercise of Underwriter’s Option to Purchase Additional Shares

 

Herzliya, Israel, Feb. 15, 2024 (GLOBE NEWSWIRE) -- Beamr Imaging Ltd. (Nasdaq: BMR) (“Beamr” or the “Company”), a leader in video optimization technology, today announced the closing of its previously announced public offering of 1,971,300 ordinary shares, including 257,100 shares sold upon full exercise of the underwriter’s option to purchase additional shares, at a public offering price of $7.00 per share. Total gross proceeds from the offering, before deducting underwriting discounts and other offering expenses, were approximately $13.8 million. All of the shares were sold by the Company.

 

ThinkEquity acted as the sole book-running manager for the offering.

 

The Company intends to use the net proceeds for research and development efforts, sales and marketing activities, cloud operating costs, as well as general and administrative corporate purposes, including working capital and capital expenditures.

 

A registration statement on Form F-1 (File No. 333-272257) relating to the shares was filed with the Securities and Exchange Commission (“SEC”) and became effective on February 12, 2024. A prospectus relating to and describing the terms of the offering has been filed with the SEC and is available on the SEC’s website at www.sec.gov. The offering was made only by means of a prospectus. Copies of the final prospectus may be obtained from ThinkEquity, 17 State Street, 41st Floor, New York, New York 10004.

 

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

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, and include the use of proceeds from the offering. Forward-looking statements are based on the Company’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. For a more detailed description of the risks and uncertainties affecting the Company, reference is made to the Company’s reports filed from time to time with the SEC, including, but not limited to, the risks detailed in the Company’s annual report filed with the SEC on April 24, 2023 and in subsequent filings with the SEC, including in the final prospectus related to the public offering filed with the SEC. Forward-looking statements contained in this announcement are made as of the date hereof and the Company undertakes no duty to update such information except as required under applicable law.

 

Contact: 

investorrelations@beamr.com

 

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