BrainsWay Ltd. Announces Proposed Public Offering of American Depositary Shares
22 Febbraio 2021 - 10:02PM
BrainsWay Ltd. (NASDAQ & TASE: BWAY) (“BrainsWay” or the
“Company”), a global leader in the advanced noninvasive treatment
of brain disorders, today announced that it intends to offer
American Depositary Shares, each representing two ordinary shares,
in an underwritten public offering. BrainsWay also intends to
grant the underwriters a 30-day option to purchase up to an
additional 15% of the American Depositary Shares sold in the
offering. All of the American Depositary Shares, and the underlying
ordinary shares, will be offered by BrainsWay. The proposed
offering is subject to market and other conditions, and there can
be no assurance as to whether or when the offering may be
completed, or as to the actual size or terms of the offering.
Oppenheimer & Co. Inc. is acting as the
sole book-running manager for the offering.
BrainsWay intends to use the net proceeds
of the offering, together with its existing cash and cash
equivalents, for commercial expansion and general corporate
purposes, which may include working capital, research and
development activities, commercialization and marketing activities,
regulatory matters, capital investment and/or other related
purposes.
The securities described above are being offered
by BrainsWay pursuant to a shelf registration statement
(File No. 333-248601) previously filed with and declared effective
by the Securities and Exchange Commission (the “SEC”)
on October 16, 2020, and the accompanying prospectus contained
therein. The offering of the American Depositary Shares will be
made by means of a prospectus, including a prospectus supplement,
forming a part of the effective registration statement. A
preliminary prospectus supplement and the accompanying prospectus
relating to and describing the terms of the offering will be filed
with the SEC, and will be available on the SEC’s website
at http://www.sec.gov or by contacting Oppenheimer
& Co. Inc. at 85 Broad Street,
26th Floor, New York, NY 10004,
Attention: Equity Syndicate Prospectus Department, by e-mail
at equityprospectus@opco.com or by calling (212)
667-8055.
Before investing in the offering, you should
read in their entirety the preliminary prospectus supplement and
the accompanying prospectus and the other documents
that BrainsWay has filed with the SEC that are
incorporated by reference in the preliminary prospectus supplement
and the accompanying prospectus, which provide more information
about BrainsWay and the offering.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy any of the
securities described herein, nor shall there be any sale of these
securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
About BrainsWay
BrainsWay is a commercial stage medical device
company focused on the development and sale of non-invasive
neurostimulation products using the Company’s proprietary Deep
Transcranial Magnetic Stimulation (Deep TMS) platform technology.
The Company received marketing authorization from the U.S. Food and
Drug Administration (FDA) for its products for a variety of patient
populations, including in 2013 for patients with major depressive
disorder (MDD), in 2018 for patients with obsessive-compulsive
disorder (OCD), and in 2020 for patients with smoking addiction.
BrainsWay is currently conducting clinical trials of Deep TMS in
various psychiatric, neurological, and addiction disorders.
Forward Looking Statements
This press release contains "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of
1995. Such statements may be preceded by the words “intends,”
“may,” “will,” “plans,” “expects,” “anticipates,” “projects,”
“predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential”
or similar words. The proposed offering is subject to market
and other conditions, and there can be no assurance as to whether
or when the offering may be completed or as to the actual size or
terms of the offering. These forward-looking statements and their
implications are based on the current expectations of the
management of the Company only and are subject to a number of
factors and uncertainties that could cause actual results to differ
materially from those described in the forward-looking statements.
The following factors, among others, could cause actual results to
differ materially from those described in the forward-looking
statements: inadequacy of financial resources to meet future
capital requirements; changes in technology and market
requirements; delays or obstacles in launching and/or successfully
completing planned studies and clinical trials; failure to obtain
approvals by regulatory agencies on the Company’s anticipated
timeframe, or at all; inability to retain or attract key employees
whose knowledge is essential to the development of Deep TMS
products; unforeseen difficulties with Deep TMS products and
processes, and/or inability to develop necessary enhancements;
unexpected costs related to Deep TMS products; failure to obtain
and maintain adequate protection of the Company’s intellectual
property, including intellectual property licensed to the Company;
the potential for product liability; changes in legislation and
applicable rules and regulations; unfavorable market perception and
acceptance of Deep TMS technology; inadequate or delays in
reimbursement from third-party payers, including insurance
companies and Medicare; inability to commercialize Deep TMS,
including internationally, by the Company or through third-party
distributors; product development by competitors; inability to
timely develop and introduce new technologies, products and
applications, and the effect of the global COVID-19 health pandemic
on our business and continued uncertainty and market impact
relating thereto.
Any forward-looking statement in this press release speaks only
as of the date of this press release. The Company undertakes no
obligation to publicly update or review any forward-looking
statement, whether as a result of new information, future
developments or otherwise, except as may be required by any
applicable securities laws. More detailed information about the
risks and uncertainties affecting the Company is contained under
the heading “Risk Factors” in the Company’s filings with the U.S.
Securities and Exchange Commission, including the Company's Annual
Report on Form 20-F filed with the U.S. Securities and Exchange
Commission on March 23, 2020. Investors and security holders are
urged to read these documents free of charge on the SEC’s web site
at http://www.sec.gov.
Contact:BrainsWay:Hadar LevySVP and General
ManagerHadarL@brainsway.com
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