Robust 26% Year-over-Year Revenue Growth in Q3 2024 Raising Full-Year 2024 Revenue Guidance to $40-41 Million and Initiating Profitability Guidance Conference Call to be Held Today at 8:30 AM ET BURLINGTON, Mass. and JERUSALEM, Israel, Nov. 12, 2024 (GLOBE NEWSWIRE) -- BrainsWay Ltd. (NASDAQ & TASE: BWAY) (“BrainsWay” or the “Company”), a global leader in advanced noninvasive neurostimulation treatments for mental health disorders, today reported third quarter 2024 financial results and provided an operatio ...

BURLINGTON, Mass. and JERUSALEM, Oct. 29, 2024 (GLOBE NEWSWIRE) -- BrainsWay Ltd. (NASDAQ & TASE: BWAY) ("BrainsWay" or the "Company"), a global leader in advanced noninvasive neurostimulation treatments for mental health disorders, today announced that it will report its third quarter 2024 financial results as well as operational highlights before the open of the U.S. financial markets on Tuesday, November 12, 2024. The Company will host a conference call and webcast at 8:30 AM Eastern Time to discuss the ...

Group 1: Stock Performance and Price Targets - Brainsway Ltd. Sponsored ADR (BWAY) shares have increased by 24.2% over the past four weeks, closing at $10.06, with a mean price target of $13.28 indicating a potential upside of 32% [1] - The lowest price target is $12, suggesting a 19.3% increase, while the highest target is $16, indicating a potential surge of 59.1% [1] - The standard deviation of the price targets is $1.84, reflecting the variability and agreement among analysts [1] Group 2: Analyst Sentiment and Earnings Estimates - Analysts show strong agreement in revising BWAY's earnings estimates higher, which correlates with potential stock price increases [5] - The Zacks Consensus Estimate for the current year has risen by 4.2% over the past month, with one estimate increasing and no negative revisions [5] - BWAY holds a Zacks Rank 2 (Buy), placing it in the top 20% of over 4,000 ranked stocks based on earnings estimates [5] Group 3: Caution on Price Targets - Solely relying on consensus price targets for investment decisions may not be wise, as analysts' ability to set accurate targets has been questioned [2][3] - A low standard deviation in price targets indicates a high degree of agreement among analysts, which can be a starting point for further research [4] - While price targets should not be ignored, they should be approached with skepticism to avoid disappointing returns on investment [4][6]

When it comes to short-term investing or trading, they say "the trend is your friend." And there's no denying that this is the most profitable strategy. But making sure of the sustainability of a trend to profit from it is easier said than done.Often, the direction of a stock's price movement reverses quickly after taking a position in it, making investors incur a short-term capital loss. So, it's important to ensure that there are enough factors -- such as sound fundamentals, positive earnings estimate rev ...

The Medical group has plenty of great stocks, but investors should always be looking for companies that are outperforming their peers. Has Brainsway Ltd. Sponsored ADR (BWAY) been one of those stocks this year? A quick glance at the company's year-to-date performance in comparison to the rest of the Medical sector should help us answer this question. Brainsway Ltd. Sponsored ADR is a member of the Medical sector. This group includes 1025 individual stocks and currently holds a Zacks Sector Rank of #3. The Z ...

BURLINGTON, Mass. and JERUSALEM, Israel, Oct. 09, 2024 (GLOBE NEWSWIRE) -- BrainsWay Ltd. (NASDAQ & TASE: BWAY) ("BrainsWay" or the "Company"), a global leader in advanced noninvasive neurostimulation treatments for mental health disorders, today announced the further expansion of its Deep Transcranial Magnetic Stimulation (Deep TMS™) platform in East Asia through the placement of 15 new systems in Taiwan and South Korea. "The recent orders for 15 additional Deep TMS systems to be used by mental health cent ...

Core Viewpoint - Brainsway Ltd. (BWAY) has shown a significant price increase of 30.3% over the past four weeks, with analysts projecting a mean price target of $12.90, indicating a potential upside of 34.4% from the current price of $9.60 [1] Price Target Analysis - The mean estimate consists of four short-term price targets with a standard deviation of $2.17, suggesting variability among analysts. The lowest estimate of $11 indicates a 14.6% increase, while the highest target of $16 suggests a potential surge of 66.7% [2] - A low standard deviation in price targets indicates a high degree of agreement among analysts regarding the stock's price movement direction and magnitude, serving as a starting point for further research [7] Earnings Estimates and Analyst Sentiment - Analysts are optimistic about BWAY's earnings prospects, as indicated by a strong consensus in revising EPS estimates higher, which correlates with potential stock price increases [9] - Over the past 30 days, one estimate has increased, leading to a 4.2% rise in the Zacks Consensus Estimate for the current year [10] - BWAY holds a Zacks Rank 1 (Strong Buy), placing it in the top 5% of over 4,000 ranked stocks based on earnings estimate factors, indicating strong potential for near-term upside [11]

Have you been paying attention to shares of Brainsway Ltd. Sponsored ADR (BWAY) ? Shares have been on the move with the stock up 30.3% over the past month. The stock hit a new 52-week high of $9.7 in the previous session. Brainsway Ltd. Sponsored ADR has gained 48.2% since the start of the year compared to the 7.2% move for the Zacks Medical sector and the 12.1% return for the Zacks Medical - Products industry. What's Driving the Outperformance? The stock has a great record of positive earnings surprises, a ...

Brainsway Ltd. Sponsored ADR (BWAY) shares ended the last trading session 14.5% higher at $9.24. The jump came on an impressive volume with a higher-than-average number of shares changing hands in the session. This compares to the stock's 2% gain over the past four weeks. Shares of the company surgd following its securities purchase agreement with an affiliate of Valor Equity Partners for a private investment financing expected to result in gross proceeds of approximately US$20 million.The deal represents a ...

[Securities Purchase Agreement Overview](index=1&type=section&id=Securities%20Purchase%20Agreement) This agreement, dated **September 29, 2024**, details the sale of securities by BrainsWay Ltd. to Valor BrainsWay Holdings, LLC under a registration exemption - This Securities Purchase Agreement is dated **September 29, 2024**, between BrainsWay Ltd. (the "Company") and Valor BrainsWay Holdings, LLC (the "Purchaser")[3](index=3&type=chunk) - The Company agrees to **issue and sell securities** to the Purchaser, and the Purchaser agrees to purchase them, under an **exemption from registration requirements** of Section 5 of the Securities Act[4](index=4&type=chunk) [1. Definitions](index=1&type=section&id=1.%20DEFINITIONS) This section defines key terms like ADSs, Securities, and Warrants, specifying their purchase price and exercise terms - This section defines key terms used throughout the agreement, including **"ADSs"** (American Depositary Shares), **"Securities"** (ADSs, Warrants, and Warrant ADSs), and **"Warrants"** (warrants to purchase up to 3,000,000 Ordinary Shares represented by 1,500,000 ADSs)[6](index=6&type=chunk)[7](index=7&type=chunk)[61](index=61&type=chunk)[68](index=68&type=chunk) - The Per ADS Purchase Price is established at **US$9.50686**, subject to adjustments[45](index=45&type=chunk) - The Warrants are exercisable **immediately upon issuance** and have a term of **eighteen (18) months**[68](index=68&type=chunk) [2. Purchase and Sale](index=6&type=section&id=2.%20PURCHASE%20AND%20SALE) This section outlines the core transaction details, including the purchase and sale of securities, closing procedures, and conditions [Closing of the Transaction](index=6&type=section&id=2.1%20Closing) This section outlines the core transaction for the sale of **US$20 million** in ADSs and Warrants, detailing the electronic closing process Transaction Details | Item | Details | | :--- | :--- | | **Total Purchase Amount** | US$20,000,009.19 | | **ADSs Purchased** | 2,103,745 | | **Warrants** | To purchase 3,000,000 Ordinary Shares (represented by 1,500,000 ADSs) | | **Per ADS Purchase Price** | US$9.50686 | - At closing, the Company will **issue the ADSs** to the Purchaser and **deliver the Warrants**, **free and clear of liens**, other than those arising under securities laws[72](index=72&type=chunk) [Deliveries at Closing](index=7&type=section&id=2.2%20Deliveries) This section specifies required documents and actions from both parties at closing, such as executed warrants, legal opinions, and subscription payments - **Company's Deliverables:** - Executed Warrants - Amended and Restated Articles of Association - Board and Shareholder resolutions authorizing the transaction - Executed Registration Rights Agreement - Legal opinions from U.S. and Israeli counsel[74](index=74&type=chunk) - **Purchaser's Deliverables:** - The Subscription Amount via wire transfer - The executed Registration Rights Agreement[75](index=75&type=chunk)[76](index=76&type=chunk) [Closing Conditions](index=8&type=section&id=2.3%20Closing%20Conditions) This section details closing conditions, including accuracy of representations, covenant performance, required approvals, and absence of material adverse effects - The Purchaser's obligation to close is conditional upon the **accuracy of the Company's representations and warranties**[77](index=77&type=chunk) - A key condition is that immediately following the Closing, the Board of Directors shall be comprised of **eight members**, with **one designated by the Purchaser**[77](index=77&type=chunk) - The closing is contingent on **no Material Adverse Effect** occurring since the agreement date and **no suspension of trading** in the Company's ADSs or Ordinary Shares[77](index=77&type=chunk) [3. Representations and Warranties](index=9&type=section&id=3.%20REPRESENTATIONS%20AND%20WARRANTIES) This section details assurances from both parties regarding their legal status, financial condition, and compliance with applicable laws [Representations and Warranties of the Company](index=9&type=section&id=3.1%20Representations%20and%20Warranties%20of%20the%20Company) The Company provides extensive representations and warranties covering its corporate structure, financials, legal compliance, and operational matters - The Company represents that its SEC and TASE Reports are **accurate**, filed on time, and do not contain any **untrue statements of a material fact**[92](index=92&type=chunk) - The Company confirms that the issuance of the Securities is **duly authorized** and, once paid for, will be **validly issued**, **fully paid**, and **non-assessable**[89](index=89&type=chunk) - The Company asserts it is in **compliance with all applicable laws**, including the Foreign Corrupt Practices Act (FCPA), International Trade Laws, and Sanctions[103](index=103&type=chunk)[137](index=137&type=chunk) - The Company represents it has taken all necessary actions to render **anti-takeover provisions inapplicable** to the Purchaser as a result of this transaction[130](index=130&type=chunk) [Representations and Warranties of the Purchaser](index=22&type=section&id=3.2%20Representations%20and%20Warranties%20of%20the%20Purchaser) The Purchaser represents its legal status, authority, and investment intent, confirming its status as an **accredited investor** or **qualified institutional buyer** - The Purchaser confirms it is an **"accredited investor"** or **"qualified institutional buyer"** and is acquiring the securities **for its own account**, not with a view to resale in violation of securities laws[155](index=155&type=chunk)[157](index=157&type=chunk) - The Purchaser acknowledges that the securities are **"restricted securities"** and have **not been registered** under the Securities Act[155](index=155&type=chunk) - The Purchaser represents it is **not an Enemy of Israel** and is not acting on behalf of one[158](index=158&type=chunk) [4. Other Agreements of the Parties](index=24&type=section&id=4.%20OTHER%20AGREEMENTS%20OF%20THE%20PARTIES) This section outlines additional agreements, covering shareholder consent, board representation, transfer restrictions, indemnification, and ongoing covenants [Shareholder Consent and Special Meeting](index=24&type=section&id=4.1%20Shareholder%20Consent%3B%20Special%20Meeting) The Company must promptly call a shareholder meeting to seek transaction approval, with specific timelines for notice and meeting - The Company must take all necessary action to convene a shareholder meeting to seek the required **"Shareholders' Approval"** as soon as practicable[167](index=167&type=chunk) - The Company agrees to use **reasonable efforts** to solicit proxies in favor of the transaction but **does not guarantee** that shareholder approval will be obtained[168](index=168&type=chunk) [Board Representation and Corporate Governance](index=25&type=section&id=4.2%20Certain%20Corporate%20Matters) This section grants the Purchaser board designation rights based on ownership, and the Company agrees to amend its Articles of Association - The Purchaser has the right to designate **one board member** as long as it beneficially owns **at least 10%** of the Company's voting rights[171](index=171&type=chunk) - The Purchaser's right increases to **two board members** if its beneficial ownership reaches **at least 20%** of the Company's voting rights[171](index=171&type=chunk) - The Company agrees to **amend and restate its Articles of Association**, subject to shareholder approval, in the form attached as Exhibit D[176](index=176&type=chunk) [Transfer Restrictions and Legend Removal](index=26&type=section&id=4.3%20Transfer%20Restrictions) This section details restrictions on transferring unregistered securities, specifying the restrictive legend and conditions for its removal - The securities will bear a **restrictive legend** indicating they are **not registered** under the Securities Act and can only be sold pursuant to an effective registration or an available exemption[178](index=178&type=chunk) - The Company must **remove the restrictive legend** from ADSs and Warrant ADSs when they are covered by an **effective resale registration statement**, sold under **Rule 144**, or if the legend is otherwise not required[181](index=181&type=chunk) - The Company agrees to deliver **legend-free certificates** or book-entry positions within **one trading day** (or the standard settlement period) after the conditions for removal are met[181](index=181&type=chunk) [Indemnification of Purchaser](index=29&type=section&id=4.9%20Indemnification%20of%20Purchaser) The Company agrees to indemnify the Purchaser against losses from breaches, with specified survival periods, a liability cap, and a deductible - Most of the Company's representations and warranties survive for **12 months** post-closing. Certain warranties, such as those related to compliance, IP, and taxes, survive for **36 months** or the full statute of limitations[190](index=190&type=chunk) - The Company's aggregate liability for indemnification due to a breach of warranty is **capped at the Subscription Amount (approx. $20M)**[192](index=192&type=chunk) - The Company is only liable for damages if the cumulative amount exceeds a **deductible of US$400,000**, at which point it becomes liable **from the first dollar**. These limitations **do not apply in cases of fraud or willful misconduct**[192](index=192&type=chunk) [Other Covenants and Agreements](index=27&type=section&id=Other%20Covenants) This section outlines ongoing obligations, including public information, stock listing maintenance, share reservation for warrants, and tax-related information - The Company must **timely file all required SEC reports**. Failure to maintain current public information (a "Public Information Failure") will result in **liquidated damages** payable to the Purchaser, equal to **2.0%** of the aggregate warrant exercise price per month[182](index=182&type=chunk)[183](index=183&type=chunk) - The Company must **publicly disclose the transaction** via a press release and a Form 6-K filing, after which all confidentiality obligations terminate[186](index=186&type=chunk) - The Company must **reserve a sufficient number of ADSs and Ordinary Shares** for the potential exercise of all Warrants[194](index=194&type=chunk) - Upon request, the Company must determine if it is a **Passive Foreign Investment Company (PFIC)** or **Controlled Foreign Corporation (CFC)** and provide the Purchaser with necessary information for tax filings[206](index=206&type=chunk) [5. Termination](index=33&type=section&id=5.%20TERMINATION) This section specifies conditions for agreement termination prior to closing, including mutual consent, closing deadline failure, or material breach [Termination Conditions](index=33&type=section&id=5.1%20Termination) This section outlines circumstances for agreement termination prior to closing, including mutual consent, closing deadline failure, or uncured material breach - The agreement can be terminated by **mutual written consent** of the Company and the Purchaser[208](index=208&type=chunk) - Either party may terminate if the closing has not occurred by the "Termination Date" of **December 31, 2024**, provided the terminating party is not the cause of the delay[208](index=208&type=chunk) - Termination is also possible if there is a **material breach** of covenants or warranties by one party, and it is **not cured within 30 days** of receiving written notice[210](index=210&type=chunk) [6. Miscellaneous](index=34&type=section&id=6.%20MISCELLANEOUS) This section covers general legal and administrative provisions, including fees, governing law, jurisdiction, and other standard contractual clauses [Fees and Expenses](index=34&type=section&id=6.1%20Fees%20and%20Expenses) This section specifies transaction cost allocation, with each party generally paying its own expenses, but the Purchaser covering specific audit fees up to **$25,000** - **Each party is responsible** for its own adviser, counsel, and expert fees[212](index=212&type=chunk) - The Purchaser will pay the Company's auditor fees for Q1 and Q2 2024 financial disclosures, **up to a maximum of $25,000**[212](index=212&type=chunk) - The **Company is responsible** for all Depositary Fees, stamp taxes, and other duties related to the delivery of the Securities to the Purchaser[212](index=212&type=chunk) [Governing Law and Jurisdiction](index=35&type=section&id=6.8%20Governing%20Law%3B%20Jurisdiction) This clause establishes the agreement is governed by Israeli law, with exclusive jurisdiction for disputes in Tel Aviv, Israel - The agreement and any related claims are governed by and construed under the **laws of the State of Israel**[220](index=220&type=chunk) - The parties irrevocably submit to the **exclusive jurisdiction** of the courts located in **Tel Aviv, Israel** for any disputes[220](index=220&type=chunk) [Other Miscellaneous Provisions](index=34&type=section&id=Other%20Miscellaneous%20Provisions) This section contains standard legal clauses addressing administrative and procedural aspects, including notices, amendments, and specific performance remedies - The Transaction Documents constitute the **entire agreement**, superseding all prior understandings[213](index=213&type=chunk) - Amendments to the agreement require a **written instrument signed by both** the Company and the Purchaser[216](index=216&type=chunk) - In addition to damages, both parties are entitled to seek **specific performance** to enforce the agreement, as monetary damages may be inadequate[227](index=227&type=chunk) - The normal rule of construction that ambiguities are resolved against the drafting party **shall not be employed** in interpreting the agreement[232](index=232&type=chunk)