BrainsWay Ltd. Announces Pricing of $39,287,000 Underwritten Offering of American Depositary Shares
23 Febbraio 2021 - 2:30PM
BrainsWay Ltd. (NASDAQ & TASE: BWAY) (“BrainsWay” or the
“Company”), a global leader in the advanced noninvasive treatment
of brain disorders, today announced it has priced an underwritten
public offering of 4,622,000 American Depositary Shares, each
representing two ordinary shares, at an offering price
of $8.50 per American Depositary Share. The gross proceeds
from the offering will be approximately $39,287,000, before
deducting underwriting discounts and commissions and estimated
offering expenses. BrainsWay has also granted the underwriters a
30-day option to purchase up to an additional 693,300 American
Depositary Shares on the same terms and conditions. The closing of
the offering is expected to take place on February 25, 2021,
subject to the satisfaction of customary closing conditions.
Oppenheimer & Co. Inc. is acting as the sole
book-running manager for the offering. Ladenburg Thalmann & Co.
Inc. and Northland Capital Markets are acting as co-managers 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. A preliminary
prospectus supplement and the accompanying prospectus relating to
and describing the terms of the offering have been filed with the
SEC, and are available on the SEC’s website at http://www.sec.gov.
When available, copies of the final prospectus supplement and
accompanying prospectus relating to and describing the terms of the
offering will be available on the website of the SEC and may also
be obtained from: 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, and include, but are not limited to,
statements about the expected proceeds, use of proceeds and closing
of the underwritten offering. 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 Levy SVP and General
ManagerHadarL@brainsway.com
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