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Beamr Imaging Ltd.

Beamr Imaging Ltd.BMR決算レポート

Nasdaq

Beamr Imaging Ltd. is a global technology firm specializing in patented advanced video and image compression solutions. It serves media, entertainment, cloud service, and enterprise segments, with products enabling high-quality low-bandwidth media delivery for streaming, broadcast and content distribution across North America, Europe and APAC.

What changed in Beamr Imaging Ltd.'s 20-F — 2023 vs 2024

Top changes in Beamr Imaging Ltd.'s 2024 20-F

424 paragraphs added · 412 removed · 328 edited across 6 sections

Item 2. Properties

Properties — owned and leased real estate

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ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 1 ITEM 3. KEY INFORMATION 1 A. Reserved 1 B. Capitalization and Indebtedness 1 C. Reasons for the Offer and Use of Proceeds 1 D. Risk Factors 1 ITEM 4. INFORMATION ON THE COMPANY 42 A. History and Development of the Company 42 B. Business Overview 44 C. Organizational Structure 60 D.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 1 ITEM 3. KEY INFORMATION 1 A. Reserved 1 B. Capitalization and Indebtedness 1 C. Reasons for the Offer and Use of Proceeds 1 D. Risk Factors 1 ITEM 4. INFORMATION ON THE COMPANY 43 A. History and Development of the Company 43 B. Business Overview 45 C. Organizational Structure 64 D.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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This change in our products and services also makes it difficult to evaluate our current business and future prospects and may increase the risk that we will not be successful. ● We may not be successful in establishing and maintaining strategic partnerships, which could adversely affect our ability to commercialize and further develop our SaaS solution and other future products. ● Our future growth depends in part upon the successful deployment of the Beamr Cloud SaaS solution in the cloud. 1 ● The failure to effectively develop and expand our sales and marketing and research and development capabilities could harm our ability to increase our customer base and achieve broader market acceptance of our offerings. ● Our business and operations have experienced growth, and if we do not appropriately manage this growth and any future growth, or if we are unable to improve our systems, processes and controls, our business, financial condition, results of operations and prospects will be adversely affected. ● The markets for our offerings are new and evolving and may develop more slowly or differently than we expect.
This change in our products and services also makes it difficult to evaluate our current business and future prospects and may increase the risk that we will not be successful. ● We may not be successful in establishing and maintaining strategic partnerships, which could adversely affect our ability to commercialize and further develop our SaaS solution and other future products. ● Our future growth depends in part upon the successful deployment of the Beamr Cloud SaaS solution in the cloud. ● The failure to effectively develop and expand our sales and marketing and research and development capabilities could harm our ability to increase our customer base and achieve broader market acceptance of our offerings. ● Our business and operations have experienced growth, and if we do not appropriately manage this growth and any future growth, or if we are unable to improve our systems, processes and controls, our business, financial condition, results of operations and prospects will be adversely affected. 1 ● The markets for our offerings are new and evolving and may develop more slowly or differently than we expect.
Risks Related to Information Technology, Intellectual Property and Data Security and Privacy ● A real or perceived bug, defect, security vulnerability, error, or other performance failure involving our products and services could cause us to lose revenue, damage our reputation, and expose us to liability. ● If we or our third-party service providers experience a security breach, data loss or other compromise, including if unauthorized parties obtain access to our customers’ data, our reputation may be harmed, demand for our products and services may be reduced, and we may incur significant liabilities. 2 ● Insufficient investment in, or interruptions or performance problems associated with, our technology and infrastructure, including in connection with our Beamr Cloud, which is deployed on a public cloud infrastructure, and our reliance on technologies from third parties, may adversely affect our business operations and financial results. ● Failure to protect our proprietary technology, or to obtain, maintain, protect and enforce sufficiently broad intellectual property rights therein, could substantially harm our business, financial condition and results of operations. ● We could incur substantial costs and otherwise suffer harm as a result of any claim of infringement, misappropriation or other violation of another party’s intellectual property or proprietary rights. ● We could incur substantial costs and otherwise suffer harm as a result of patent royalty claims, in particular patents related to the implementation of image and video standards. ● We rely on software and services licensed from other parties.
Risks Related to Information Technology, Intellectual Property and Data Security and Privacy ● A real or perceived bug, defect, security vulnerability, error, or other performance failure involving our products and services could cause us to lose revenue, damage our reputation, and expose us to liability. ● If we or our third-party service providers experience a security breach, data loss or other compromise, including if unauthorized parties obtain access to our customers’ data, our reputation may be harmed, demand for our products and services may be reduced, and we may incur significant liabilities. ● Insufficient investment in, or interruptions or performance problems associated with, our technology and infrastructure, including in connection with our Beamr Cloud, which is deployed on a public cloud infrastructure, and our reliance on technologies from third parties, may adversely affect our business operations and financial results. ● Failure to protect our proprietary technology, or to obtain, maintain, protect and enforce sufficiently broad intellectual property rights therein, could substantially harm our business, financial condition and results of operations. 2 ● We could incur substantial costs and otherwise suffer harm as a result of any claim of infringement, misappropriation or other violation of another party’s intellectual property or proprietary rights. ● We could incur substantial costs and otherwise suffer harm as a result of patent royalty claims, in particular patents related to the implementation of image and video standards. ● We rely on software and services licensed from other parties.
We believe any future revenue growth will depend on a number of factors, including, among other things, our ability to: ● continually enhance and improve our products and services, including the features, integrations and capabilities we offer, and develop or otherwise introduce new products and solutions; ● attract new customers and maintain our relationships with, and increase revenue from, our existing customers; ● provide excellent customer and end user experiences; ● maintain the security and reliability of our products and services; ● introduce and grow adoption of our offerings in new markets outside the United States; ● hire, integrate, train and retain skilled personnel; 7 ● adequately expand our sales and marketing force and distribution channels; ● obtain, maintain, protect and enforce intellectual property protection for our platform and technologies; ● expand into new technologies, industries and use cases; ● expand and maintain our partner ecosystem; ● comply with existing and new applicable laws and regulations, including those related to data privacy and security; ● price our offerings effectively and determine appropriate contract terms; ● determine the most appropriate investments for our limited resources; ● successfully compete against established companies and new market entrants; and ● increase awareness of our brand on a global basis.
We believe any future revenue growth will depend on a number of factors, including, among other things, our ability to: ● continually enhance and improve our products and services, including the features, integrations and capabilities we offer, and develop or otherwise introduce new products and solutions; ● attract new customers and maintain our relationships with, and increase revenue from, our existing customers; ● provide excellent customer and end user experiences; ● maintain the security and reliability of our products and services; ● introduce and grow adoption of our offerings in new markets outside the United States; ● hire, integrate, train and retain skilled personnel; ● adequately expand our sales and marketing force and distribution channels; ● obtain, maintain, protect and enforce intellectual property protection for our platform and technologies; 7 ● expand into new technologies, industries and use cases; ● expand and maintain our partner ecosystem; ● comply with existing and new applicable laws and regulations, including those related to data privacy and security; ● price our offerings effectively and determine appropriate contract terms; ● determine the most appropriate investments for our limited resources; ● successfully compete against established companies and new market entrants; and ● increase awareness of our brand on a global basis.
Until we can derive revenue from the Beamr Cloud, we expect to continue to derive a significant portion of our revenue from a limited number of customers in the future and, in some cases, the portion of our revenue attributable to individual customers may increase.
Until we can derive significant revenue from the Beamr Cloud, we expect to continue to derive a significant portion of our revenue from a limited number of customers in the future and, in some cases, the portion of our revenue attributable to individual customers may increase.
Risks Related to Ownership of our Ordinary Shares ● The market price for our ordinary shares may be volatile or may decline regardless of our operating performance. ● Our principal shareholders will continue to have significant influence over us. ● Your ownership and voting power may be diluted by the issuance of additional shares of our ordinary shares in connection with financings, acquisitions, investments, our equity incentive plans or otherwise. ● Our management team has limited experience managing a public company, and the requirements of being a public company may strain our resources, divert management’s attention, and affect our ability to attract and retain qualified board members. 3 ● We incur significant increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives. ● If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud.
Risks Related to Ownership of our Ordinary Shares ● The market price for our ordinary shares may be volatile or may decline regardless of our operating performance. ● Our principal shareholders will continue to have significant influence over us. ● Your ownership and voting power may be diluted by the issuance of additional shares of our ordinary shares in connection with financings, acquisitions, investments, our equity incentive plans or otherwise. ● Our management team has limited experience managing a public company, and the requirements of being a public company may strain our resources, divert management’s attention, and affect our ability to attract and retain qualified board members. ● We incur significant increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives. ● If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud.
Our current international operations involve, and future initiatives will also involve, a variety of risks, including: ● unexpected changes in practices, tariffs, export quotas, custom duties, trade disputes, tax laws and treaties, particularly due to economic tensions and trade negotiations or other trade restrictions; ● different labor regulations, especially in the EU, where labor laws are generally more advantageous to employees as compared to the United States, including deemed hourly wage and overtime regulations in these locations; ● exposure to many evolving stringent and potentially inconsistent laws and regulations relating to privacy, data protection, and information security, particularly in the EU; ● changes in a specific country’s or region’s political or economic conditions; ● risks resulting from any resurgence of the COVID-19 pandemic, or any other pandemic, epidemic or outbreak of infectious disease, including uncertainty regarding what measures the U.S. or foreign governments will take in response; ● risks resulting from changes in currency exchange rates; ● challenges inherent to efficiently managing an increased number of employees over large geographic distances, including the need to implement appropriate systems, policies, benefits and compliance programs; 17 ● difficulties in maintaining our corporate culture with a dispersed workforce; ● risks relating to the implementation of exchange controls, including restrictions promulgated by the United States Department of the Treasury’s Office of Foreign Assets Control, or OFAC, and other similar trade protection regulations and measures in the United States or in other jurisdictions; ● reduced ability to timely collect amounts owed to us by our customers in countries where our recourse may be more limited; ● slower than anticipated availability and adoption of cloud infrastructures by international businesses, which would increase our on-premise deployments; ● limitations on our ability to reinvest earnings from operations derived from one country to fund the capital needs of our operations in other countries; ● limited or unfavorable—including greater difficulty in enforcing—intellectual property protection; and ● exposure to liabilities under anti-corruption and anti-money laundering laws, including the U.S.
Our current international operations involve, and future initiatives will also involve, a variety of risks, including: ● unexpected changes in practices, tariffs, export quotas, custom duties, trade disputes, tax laws and treaties, particularly due to economic tensions and trade negotiations or other trade restrictions; ● different labor regulations, especially in the EU, where labor laws are generally more advantageous to employees as compared to the United States, including deemed hourly wage and overtime regulations in these locations; ● exposure to many evolving stringent and potentially inconsistent laws and regulations relating to privacy, data protection, and information security, particularly in the EU; ● changes in a specific country’s or region’s political or economic conditions; ● risks resulting from any pandemic, epidemic or outbreak of infectious disease, including uncertainty regarding what measures the U.S. or foreign governments will take in response; 17 ● risks resulting from changes in currency exchange rates; ● challenges inherent to efficiently managing an increased number of employees over large geographic distances, including the need to implement appropriate systems, policies, benefits and compliance programs; ● difficulties in maintaining our corporate culture with a dispersed workforce; ● risks relating to the implementation of exchange controls, including restrictions promulgated by the United States Department of the Treasury’s Office of Foreign Assets Control, or OFAC, and other similar trade protection regulations and measures in the United States or in other jurisdictions; ● reduced ability to timely collect amounts owed to us by our customers in countries where our recourse may be more limited; ● slower than anticipated availability and adoption of cloud infrastructures by international businesses, which would increase our on-premise deployments; ● limitations on our ability to reinvest earnings from operations derived from one country to fund the capital needs of our operations in other countries; ● limited or unfavorable—including greater difficulty in enforcing—intellectual property protection; and ● exposure to liabilities under anti-corruption and anti-money laundering laws, including the U.S.
The impact of these events could also make it more difficult for us to attract and retain qualified personnel to serve on our board of directors, our board committees, or as executive officers. The Sarbanes-Oxley Act requires, among other things, that we maintain effective internal control over financial reporting and disclosure controls and procedures.
The impact of these events could also make it more difficult for us to attract and retain qualified personnel to serve on our board of directors, our board committees, or as executive officers. 39 The Sarbanes-Oxley Act requires, among other things, that we maintain effective internal control over financial reporting and disclosure controls and procedures.
In addition, if we were to change our critical accounting estimates, including those related to the recognition of subscription revenue and other revenue sources, our operating results could be significantly affected. 27 Changes in U.S. and foreign tax laws could have a material adverse effect on our business, cash flow, results of operations or financial conditions.
In addition, if we were to change our critical accounting estimates, including those related to the recognition of subscription revenue and other revenue sources, our operating results could be significantly affected. Changes in U.S. and foreign tax laws could have a material adverse effect on our business, cash flow, results of operations or financial conditions.
We believe that any disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. 40 These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of simple error or mistake.
We believe that any disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of simple error or mistake.
Inferior internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our ordinary shares. 39 We are required to disclose changes made in our internal controls and procedures on an annual basis and our management is required to assess the effectiveness of these controls annually.
Inferior internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our ordinary shares. We are required to disclose changes made in our internal controls and procedures on an annual basis and our management is required to assess the effectiveness of these controls annually.
Accordingly, the forecasts of market growth included in this Annual Report should not be taken as indicative of our future growth. 41 If industry or financial analysts do not publish research or reports about our business, or if they issue inaccurate or unfavorable research regarding our ordinary shares, the market price and trading volume of our ordinary shares could decline.
Accordingly, the forecasts of market growth included in this Annual Report should not be taken as indicative of our future growth. If industry or financial analysts do not publish research or reports about our business, or if they issue inaccurate or unfavorable research regarding our ordinary shares, the market price and trading volume of our ordinary shares could decline.
These differences in prices and locations may impact our costs and margins, and value we bring to our customers. 18 Our business, operating results and growth rates may be adversely affected by current or future unfavorable economic and market conditions and adverse developments with respect to financial institutions and associated liquidity risk.
These differences in prices and locations may impact our costs and margins, and value we bring to our customers. Our business, operating results and growth rates may be adversely affected by current or future unfavorable economic and market conditions and adverse developments with respect to financial institutions and associated liquidity risk.
As a result, our shareholders could lose confidence in our financial and other public reporting, which would harm our business and the trading price of our ordinary shares. Risks Related to Our Business and Industry We have a history of losses and may not be able to achieve or maintain profitability.
As a result, our shareholders could lose confidence in our financial and other public reporting, which would harm our business and the trading price of our ordinary shares. 3 Risks Related to Our Business and Industry We have a history of losses and may not be able to achieve or maintain profitability.
Furthermore, legal standards relating to the validity, enforceability, and scope of protection of intellectual property rights are uncertain. We may be unable to prevent third parties from acquiring domain names or trademarks that are similar to, infringe upon, dilute or diminish the value of our trademarks and other proprietary rights.
Furthermore, legal standards relating to the validity, enforceability, and scope of protection of intellectual property rights are uncertain. 22 We may be unable to prevent third parties from acquiring domain names or trademarks that are similar to, infringe upon, dilute or diminish the value of our trademarks and other proprietary rights.
Any failure by us to provide and maintain high-quality customer support services would have an adverse effect on our business, reputation and results of operations. 16 The sales prices of our offerings may change, which may reduce our revenue and gross profit and adversely affect our financial results.
Any failure by us to provide and maintain high-quality customer support services would have an adverse effect on our business, reputation and results of operations. The sales prices of our offerings may change, which may reduce our revenue and gross profit and adversely affect our financial results.
Any of the foregoing could materially and adversely affect our business, financial condition, results of operations and growth prospects. We could incur substantial costs and otherwise suffer harm as a result of any claim of infringement, misappropriation or other violation of another party’s intellectual property or proprietary rights.
Any of the foregoing could materially and adversely affect our business, financial condition, results of operations and growth prospects. 23 We could incur substantial costs and otherwise suffer harm as a result of any claim of infringement, misappropriation or other violation of another party’s intellectual property or proprietary rights.
Any of the foregoing could have a material adverse effect on our business, including our financial condition, results of operations and reputation. 22 Failure to protect our proprietary technology, or to obtain, maintain, protect and enforce sufficiently broad intellectual property rights therein, could substantially harm our business, financial condition and results of operations.
Any of the foregoing could have a material adverse effect on our business, including our financial condition, results of operations and reputation. Failure to protect our proprietary technology, or to obtain, maintain, protect and enforce sufficiently broad intellectual property rights therein, could substantially harm our business, financial condition and results of operations.
If the use of the internet is adversely affected by these issues, demand for our offerings could decline. Internet access is frequently provided by companies that have significant market power and the ability to take actions that degrade, disrupt, or increase the cost of user access to our offerings.
If the use of the internet is adversely affected by these issues, demand for our offerings could decline. 26 Internet access is frequently provided by companies that have significant market power and the ability to take actions that degrade, disrupt, or increase the cost of user access to our offerings.
For example, we are collaborating with NVIDIA, a leading developer of GPUs, in the development of our next generation product, the Beamr Cloud. We face significant competition in seeking appropriate partners for our products, and the negotiation process is time-consuming and complex.
For example, we are collaborating with NVIDIA, a leading developer of GPUs, in the development of our next generation product, the Beamr Cloud. 5 We face significant competition in seeking appropriate partners for our products, and the negotiation process is time-consuming and complex.
If some investors find our ordinary shares less attractive as a result, there may be a less active trading market for our ordinary shares and our share price may be more volatile. 37 We do not anticipate paying dividends on our ordinary shares in the foreseeable future.
If some investors find our ordinary shares less attractive as a result, there may be a less active trading market for our ordinary shares and our share price may be more volatile. We do not anticipate paying dividends on our ordinary shares in the foreseeable future.
If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, our visibility in the financial markets could decrease, which in turn could cause the market price or trading volume of our ordinary shares to decline.
If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, our visibility in the financial markets could decrease, which in turn could cause the market price or trading volume of our ordinary shares to decline. 42
While there are several companies offering video compression solutions such as MainConcept, Ateme, Ittiam, Visionular and open source (x264/x265), we believe there is currently no direct competitor with our content-adaptive video compression solutions.
While there are several companies offering video compression solutions such as MainConcept, Ateme, Visionular and open source (x264/x265), we believe there is currently no direct competitor with our content-adaptive video compression solutions.
The majority of our assets are located outside the U.S. In addition, our officers are nationals and/or residents of countries other than the U.S., and all or a substantial portion of such persons’ assets are located outside the U.S.
In addition, our officers are nationals and/or residents of countries other than the U.S., and all or a substantial portion of such persons’ assets are located outside the U.S.
Our current product line has up until recently been mainly geared to the high end, high quality media customers and we count among our customers Netflix, ViacomCBS, Snapfish, Deluxe and other leading media companies using video and photo solutions. This product line involves high cost and complexity of deploying our existing software solutions and the long sales lead times.
Our current product line has up until recently been mainly geared to the high end, high quality media customers and we count among our customers Netflix, Paramount, Snapfish, Deluxe and other leading media companies using video and photo solutions. This product line involves high cost and complexity of deploying our existing software solutions and the long sales lead times.
Our failure to comply with any applicable rules or regulations could lead to penalties and adversely impact our reputation, access to capital and employee retention.
Our failure to comply with any applicable ESG rules or regulations could lead to penalties and adversely impact our reputation, access to capital and employee retention.
Additionally, increases in inflation, along with the uncertainties surrounding COVID-19, geopolitical developments and global supply chain disruptions, have caused, and may in the future cause, global economic uncertainty and uncertainty about the interest rate environment, which may make it more difficult, costly or dilutive for us to secure additional financing.
Additionally, increases in inflation, along with the uncertainties surrounding geopolitical developments and global supply chain disruptions, have caused, and may in the future cause, global economic uncertainty and uncertainty about the interest rate environment, which may make it more difficult, costly or dilutive for us to secure additional financing.
Based on our market capitalization and the composition of our income, assets and operations, we believe that we were not a PFIC for the year ended December 31, 2023 and we do not expect to be a PFIC for United States federal income tax purposes for the current taxable year or in the foreseeable future.
Based on our market capitalization and the composition of our income, assets and operations, we believe that we were not a PFIC for the year ended December 31, 2024 and we do not expect to be a PFIC for United States federal income tax purposes for the current taxable year or in the foreseeable future.
Our new product offering, the Cloud, a SaaS solution, which has been deployed on AWS and we plan to continue to be deploy on additional cloud platforms (e.g., Azure, and Google Cloud Platform or GCP, and Oracle Cloud Infrastructure, or OCI) and is a volume-based solutions.
Our new product offering, the Cloud, a SaaS solution, which has been deployed on AWS and Oracle, and we plan to continue to be deploy on additional cloud platforms (e.g., Azure, and Google Cloud Platform or GCP) and is a volume-based solutions.
We cannot predict any future trends in the rate of inflation in Israel or in Russia or the rate of devaluation (if any) of the U.S. dollar against the NIS or the RUB. In particular, due to the recent Russian invasion of Ukraine, there has been significant currency rate fluctuations between the U.S. dollar and RUB.
We cannot predict any future trends in the rate of inflation in Israel or in Russia or the rate of devaluation (if any) of the U.S. dollar against the NIS or the RUB. 18 In particular, due to the Russian invasion of Ukraine, there has been significant currency rate fluctuations between the U.S. dollar and RUB.
Factors that may cause fluctuations in our quarterly financial results include: ● our ability to attract new customers and increase revenue from our existing customers; ● the loss of existing customers; ● customer satisfaction with our products, solutions, platform capabilities and customer support; ● the commercialization and market acceptance of our current and future products; 9 ● mergers and acquisitions or other factors resulting in the consolidation of our customer base; ● mix of our revenue; ● our ability to gain new partners and retain existing partners; ● fluctuations in share-based compensation expense; ● decisions by potential customers to purchase competing offerings or develop in-house technologies and solutions as alternatives to our offerings; ● changes in the spending patterns of our customers; ● the amount and timing of operating expenses related to the maintenance and expansion of our business and operations, including investments in research and development, sales and marketing, and general and administrative resources; ● network outages; ● developments or disputes concerning our intellectual property or proprietary rights, our products and services, or third-party intellectual property or proprietary rights; ● negative publicity about our company, our offerings or our partners, including as a result of actual or perceived breaches of, or failures relating to, privacy, data protection or data security; ● the timing of expenses related to the development or acquisition of technologies or businesses and potential future charges for impairment of goodwill from acquired companies; ● general economic, industry, and market conditions; ● the impact any resurgence of the COVID-19 pandemic, or any other pandemic, epidemic, outbreak of infectious disease or other global health crises on our business, the businesses of our customers and partners and general economic conditions; ● the impact of political uncertainty or unrest; ● changes in our pricing policies or those of our competitors; ● fluctuations in the growth rate of the markets that our offerings address; ● seasonality in the underlying businesses of our customers, including budgeting cycles, purchasing practices and usage patterns; ● the business strengths or weakness of our customers; ● our ability to collect timely on invoices or receivables; ● the cost and potential outcomes of future litigation or other disputes; ● future accounting pronouncements or changes in our accounting policies; ● our overall effective tax rate, including impacts caused by any reorganization in our corporate tax structure and any new legislation or regulatory developments; ● our ability to successfully expand our business in the United States and internationally; 10 ● fluctuations in foreign currency exchange rates; and ● the timing and success of new products and solutions introduced by us or our competitors, or any other change in the competitive dynamics of our industry, including consolidation among competitors, customers or partners.
Factors that may cause fluctuations in our quarterly financial results include: ● our ability to attract new customers and increase revenue from our existing customers; ● the loss of existing customers; ● customer satisfaction with our products, solutions, platform capabilities and customer support; ● the commercialization and market acceptance of our current and future products; ● mergers and acquisitions or other factors resulting in the consolidation of our customer base; 9 ● mix of our revenue; ● our ability to gain new partners and retain existing partners; ● fluctuations in share-based compensation expense; ● decisions by potential customers to purchase competing offerings or develop in-house technologies and solutions as alternatives to our offerings; ● changes in the spending patterns of our customers; ● the amount and timing of operating expenses related to the maintenance and expansion of our business and operations, including investments in research and development, sales and marketing, and general and administrative resources; ● network outages; ● developments or disputes concerning our intellectual property or proprietary rights, our products and services, or third-party intellectual property or proprietary rights; ● negative publicity about our company, our offerings or our partners, including as a result of actual or perceived breaches of, or failures relating to, privacy, data protection or data security; ● the timing of expenses related to the development or acquisition of technologies or businesses and potential future charges for impairment of goodwill from acquired companies; ● general economic, industry, and market conditions; ● the impact any pandemic, epidemic, outbreak of infectious disease or other global health crises on our business, the businesses of our customers and partners and general economic conditions; ● the impact of political uncertainty or unrest; ● changes in our pricing policies or those of our competitors; ● fluctuations in the growth rate of the markets that our offerings address; ● seasonality in the underlying businesses of our customers, including budgeting cycles, purchasing practices and usage patterns; ● the business strengths or weakness of our customers; ● our ability to collect timely on invoices or receivables; ● the cost and potential outcomes of future litigation or other disputes; ● future accounting pronouncements or changes in our accounting policies; ● our overall effective tax rate, including impacts caused by any reorganization in our corporate tax structure and any new legislation or regulatory developments; ● our ability to successfully expand our business in the United States and internationally; ● fluctuations in foreign currency exchange rates; and ● the timing and success of new products and solutions introduced by us or our competitors, or any other change in the competitive dynamics of our industry, including consolidation among competitors, customers or partners. 10 In particular, our cost of revenue is generally higher in periods during which we acquire new customers.
Negative conditions in the general economy both in the United States and abroad, including conditions resulting from changes in gross domestic product growth, financial, and credit market fluctuations, political turmoil, natural catastrophes, any resurgence of the COVID-19 pandemic, any other pandemic, epidemic or outbreak of infectious disease, warfare, protests and riots, and terrorist attacks on the United States, Europe, the Asia Pacific region, or elsewhere, could cause a decrease in business investments by our customers and potential customers, including spending on information technology, and negatively affect the growth of our business.
Negative conditions in the general economy both in the United States and abroad, including conditions resulting from changes in gross domestic product growth, financial, and credit market fluctuations, political turmoil, natural catastrophes, any pandemic, epidemic or outbreak of infectious disease, warfare, protests and riots, and terrorist attacks on the United States, Europe, the Asia Pacific region, or elsewhere, could cause a decrease in business investments by our customers and potential customers, including spending on information technology, and negatively affect the growth of our business.
If we do not compete successfully, our business, financial condition and results of operations could be harmed. ● We depend on our management team and other key employees, and the loss of one or more of these employees or an inability to attract and retain highly skilled employees could adversely affect our business. ● Our international operations and expansion expose us to risk. ● Currency exchange rate fluctuations affect our results of operations, as reported in our financial statements. ● Our business, operating results and growth rates may be adversely affected by current or future unfavorable economic and market conditions and adverse developments with respect to financial institutions and associated liquidity risk. ● A resurgence of the COVID-19 pandemic could adversely affect our business, financial condition and results of operations.
If we do not compete successfully, our business, financial condition and results of operations could be harmed. ● We depend on our management team and other key employees, and the loss of one or more of these employees or an inability to attract and retain highly skilled employees could adversely affect our business. ● Our international operations and expansion expose us to risk. ● Currency exchange rate fluctuations affect our results of operations, as reported in our financial statements. ● Our business, operating results and growth rates may be adversely affected by current or future unfavorable economic and market conditions and adverse developments with respect to financial institutions and associated liquidity risk.
The market price of our ordinary shares may be highly volatile and may fluctuate or decline substantially as a result of a variety of factors, many of which are beyond our control, including: ● actual or anticipated changes or fluctuations in our results of operations; ● the guidance we may provide to analysts and investors from time to time, and any changes in, or our failure to perform in line with, such guidance; ● announcements by us or our competitors of new offerings or new or terminated contracts, commercial relationships or capital commitments; ● industry or financial analyst or investor reaction to our press releases, other public announcements, and filings with the SEC; ● rumors and market speculation involving us or other companies in our industry; ● future sales or expected future sales of our ordinary shares; ● investor perceptions of us and the industries in which we operate; ● price and volume fluctuations in the overall stock market from time to time; 34 ● changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular; ● failure of industry or financial analysts to maintain coverage of us, the issuance of new or updated reports or recommendations by any analysts who follow our company, or our failure to meet the expectations of investors; ● actual or anticipated developments in our business or our competitors’ businesses or the competitive landscape generally; ● litigation involving us, other companies in our industry or both, or investigations by regulators into our operations or those of our competitors; ● developments or disputes concerning our intellectual property or proprietary rights or our solutions, or third-party intellectual or proprietary rights; ● announced or completed acquisitions of businesses or technologies, or other strategic transactions by us or our competitors; ● actual or perceived breaches of, or failures relating to, privacy, data protection or data security; ● new laws or regulations or new interpretations of existing laws or regulations applicable to our business; ● actual or anticipated changes in our management or our board of directors; ● general economic conditions and slow or negative growth of our target markets; and ● other events or factors, including those resulting from war, incidents of terrorism or responses to these events.
The market price of our ordinary shares may be highly volatile and may fluctuate or decline substantially as a result of a variety of factors, many of which are beyond our control, including: ● actual or anticipated changes or fluctuations in our results of operations; ● the guidance we may provide to analysts and investors from time to time, and any changes in, or our failure to perform in line with, such guidance; ● announcements by us or our competitors of new offerings or new or terminated contracts, commercial relationships or capital commitments; ● industry or financial analyst or investor reaction to our press releases, other public announcements, and filings with the SEC; ● rumors and market speculation involving us or other companies in our industry; ● future sales or expected future sales of our ordinary shares; ● investor perceptions of us and the industries in which we operate; ● price and volume fluctuations in the overall stock market from time to time; ● changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular; ● failure of industry or financial analysts to maintain coverage of us, the issuance of new or updated reports or recommendations by any analysts who follow our company, or our failure to meet the expectations of investors; ● actual or anticipated developments in our business or our competitors’ businesses or the competitive landscape generally; ● litigation involving us, other companies in our industry or both, or investigations by regulators into our operations or those of our competitors; ● developments or disputes concerning our intellectual property or proprietary rights or our solutions, or third-party intellectual or proprietary rights; ● announced or completed acquisitions of businesses or technologies, or other strategic transactions by us or our competitors; ● actual or perceived breaches of, or failures relating to, privacy, data protection or data security; ● new laws or regulations or new interpretations of existing laws or regulations applicable to our business; ● actual or anticipated changes in our management or our board of directors; ● general economic conditions and slow or negative growth of our target markets; and ● other events or factors, including those resulting from war, incidents of terrorism or responses to these events. 35 Furthermore, the stock market has experienced extreme volatility that in some cases has been unrelated or disproportionate to the operating performance of particular companies.
The Israeli rate of inflation did not have a material adverse effect on our financial condition during the years ended December 31, 2021, 2022 and 2023.
The Israeli rate of inflation did not have a material adverse effect on our financial condition during the years ended December 31, 2022, 2023 and 2024.
In the event that our service agreements with our third-party hosting services are terminated, or there is a lapse of service, elimination of services or features that we utilize, interruption of internet service provider connectivity or damage to our providers’ facilities, we could experience interruptions in access to our platform as well as significant delays and additional expense in arranging or creating new facilities and services and/or re-architecting our cloud-based offerings for deployment on a different cloud infrastructure service provider, which could adversely affect our business, financial condition and results of operations.
Any of the above circumstances or events may adversely affect our business, financial condition and results of operations. 21 In the event that our service agreements with our third-party hosting services are terminated, or there is a lapse of service, elimination of services or features that we utilize, interruption of internet service provider connectivity or damage to our providers’ facilities, we could experience interruptions in access to our platform as well as significant delays and additional expense in arranging or creating new facilities and services and/or re-architecting our cloud-based offerings for deployment on a different cloud infrastructure service provider, which could adversely affect our business, financial condition and results of operations.
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 located in Israel. On February 24, 2022, Russia invaded Ukraine.
Specifically, we undertake some of our software development, quality assurance, and support in Russia using personnel located there. While some of our developers are located in Russia, our research and development leadership is located in Israel. On February 24, 2022, Russia invaded Ukraine.
Our products and services address the needs of customers and end users around the world, and we see continued international expansion as a significant opportunity. For the years ended December 31, 2023, 2022 and 2021, we generated approximately 28%, 25% and 21% of our revenue, respectively, from customers outside the United States.
Our products and services address the needs of customers and end users around the world, and we see continued international expansion as a significant opportunity. For the years ended December 31, 2024, 2023 and 2022, we generated approximately 30%, 28% and 25% of our revenue, respectively, from customers outside the United States.
We have incurred losses in each year since our incorporation in 2009, including net losses of $0.7 million, $1.2 million and $1.0 million in the years ended December 31, 2023, 2022 and 2021. As a result, we had an accumulated deficit of $31.7 million and $31.0 million as of December 31, 2023 and 2022, respectively.
We have incurred losses in each year since our incorporation in 2009, including net losses of $3.3 million, $0.7 million and $1.2 million in the years ended December 31, 2024, 2023 and 2022. As a result, we had an accumulated deficit of $35 million and $31.7 million as of December 31, 2024 and 2023, respectively.
If the conditions in the global economies remain uncertain or continue to be volatile, or if they deteriorate, including as a result of the impact of military conflict, such as the war between Russia and Ukraine, terrorism or other geopolitical events, our business, operating results and financial condition may be materially adversely affected.
If the conditions in the global economies remain uncertain or continue to be volatile, or if they deteriorate, including as a result of the impact of military conflicts, such as the war between Russia and Ukraine and the security situation in Israel, terrorism or other geopolitical events, our business, operating results and financial condition may be materially adversely affected.
We currently derive a significant portion of our revenue from a limited number of our customers. For the years ended December 31, 2023, 2022 and 2021, our top ten customers in the aggregate accounted for approximately 67%, 61% and 62% of our revenues, respectively.
We currently derive a significant portion of our revenue from a limited number of our customers. For the years ended December 31, 2024 2023 and 2022, our top ten customers in the aggregate accounted for approximately 68%, 67% and 61% of our revenues, respectively.
As of March 1, 2024, some of the Russian employees and contractors of our wholly owned subsidiary in St. Petersburg, Russia have relocated to other countries, including Serbia and Poland, and we are continuing to monitor the situation with respect to our business continuity plan. 32 Our operations and presence in Russia is limited.
As of March 3, 2025, some of the Russian employees and contractors of our wholly owned subsidiary in St. Petersburg, Russia have relocated to other countries, including Serbia and Poland, and we are continuing to monitor the situation with respect to our business continuity plan. Our operations and presence in Russia is limited.
Such a lawsuit could also divert the time and attention of our management from our business. Our principal shareholders have significant influence over us. Our principal shareholders each holding more than 5% of our outstanding ordinary shares collectively beneficially own approximately 31% of our outstanding ordinary shares. See “Item 7.A. Major Shareholders”.
Such a lawsuit could also divert the time and attention of our management from our business. Our principal shareholders have significant influence over us. As of March 3, 2025, our principal shareholders each holding more than 5% of our outstanding ordinary shares collectively beneficially own approximately 29.3% of our outstanding ordinary shares. See “Item 7.A. Major Shareholders”.
Risks Related to Our Operations in Russia Russia’s invasion of Ukraine and sanctions brought against Russia could disrupt our software development operations in Russia. In addition to our U.S. and Israel operations, we have operations in Russia through our wholly owned subsidiary, Beamr Imaging RU, and may expand international operations and development in the future.
Risks Related to Our Operations in Russia Russia’s invasion of Ukraine and sanctions brought against Russia could disrupt our software development operations in Russia. In addition to our U.S. and Israel operations, we have operations in Russia through our wholly owned subsidiary, Beamr Imaging RU.
A successful assertion that we should have been or should currently be collecting additional sales, use, value added, digital services or other similar taxes in a particular jurisdiction could, among other things, result in substantial tax payments, create significant administrative burdens for us, discourage potential customers from subscribing to our platform due to the incremental cost of any such sales or other related taxes, or otherwise adversely affect our business. 28 Risks Related to Our Operations in Israel Political, economic and military conditions in Israel could materially and adversely affect our business.
A successful assertion that we should have been or should currently be collecting additional sales, use, value added, digital services or other similar taxes in a particular jurisdiction could, among other things, result in substantial tax payments, create significant administrative burdens for us, discourage potential customers from subscribing to our platform due to the incremental cost of any such sales or other related taxes, or otherwise adversely affect our business.
We have developed and maintain a cybersecurity risk management program, consisting of cybersecurity policies, procedures, compliance and awareness programs to mitigate risk and to ensure compliance with security, availability and confidentiality trust principles. The cybersecurity process has been integrated into our overall risk management system and process, and is solely internally managed.
We have developed and maintain a cybersecurity risk management program, consisting of cybersecurity policies, procedures, compliance and awareness programs to mitigate risk and to ensure compliance with security, availability and confidentiality trust principles. The cybersecurity process has been integrated into our overall risk management system and process, and is solely internally managed. See “Item 16.K—Cybersecurity” for additional information.
See “Item 16.K—Cybersecurity” for additional information. 21 Insufficient investment in, or interruptions or performance problems associated with, our technology and infrastructure, including in connection with our Beamr Cloud SaaS solution, which is deployed on a public cloud infrastructure, and our reliance on technologies from third parties, may adversely affect our business operations and financial results.
Insufficient investment in, or interruptions or performance problems associated with, our technology and infrastructure, including in connection with our Beamr Cloud SaaS solution, which is deployed on a public cloud infrastructure, and our reliance on technologies from third parties, may adversely affect our business operations and financial results.
Increasing scrutiny of, and evolving expectations for, sustainability and environmental, social, and governance, or ESG, initiatives could increase our costs or otherwise adversely impact our business. Public companies are facing increasing scrutiny related to ESG practices and disclosures from certain investors, capital providers, shareholder advocacy groups, other market participants and other stakeholder groups.
Scrutiny of sustainability and environmental, social, and governance, or ESG, initiatives could increase our costs or otherwise adversely impact our business. Public companies have recently faced scrutiny related to ESG practices and disclosures from certain investors, capital providers, shareholder advocacy groups, other market participants and other stakeholder groups.
If we are unable to successfully enhance our existing offerings to meet evolving customer requirements, increase adoption and use cases of our offerings, develop or otherwise introduce new products and solutions and quickly resolve security vulnerabilities or other errors or defects, or if our efforts in any of these areas are more expensive than we expect, our business, financial condition and results of operations would be adversely affected.
If we are unable to successfully enhance our existing offerings to meet evolving customer requirements, increase adoption and use cases of our offerings, develop or otherwise introduce new products and solutions and quickly resolve security vulnerabilities or other errors or defects, or if our efforts in any of these areas are more expensive than we expect, our business, financial condition and results of operations would be adversely affected. 11 If we are not able to maintain and expand our relationships with third-party technology partners to integrate our offerings with their products and solutions, our business, financial condition and results of operations may be adversely affected.
In response, we have begun to partially implement a 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.
In response, we have begun to partially implement a 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 personnel to territories outside Russia. In addition, we have focused our hiring efforts on other locations.
Additionally, while growing our need for customer success managers is a key component of our growth strategy, it can take several months to recruit, hire and train qualified engineering-level customer support employees, and we may not be able to hire such resources fast enough to keep up with demand during the relevant time in the future.
If we fail to meet the requirements of these customers, it may be more difficult to grow sales or maintain our relationships with them. 16 Additionally, while growing our need for customer success managers is a key component of our growth strategy, it can take several months to recruit, hire and train qualified engineering-level customer support employees, and we may not be able to hire such resources fast enough to keep up with demand during the relevant time in the future.
Any of the foregoing could materially and adversely affect our business, financial condition and results of operations. 25 Risks Related to Other Legal, Regulatory and Tax Matters Changes in laws and regulations related to the internet, changes in the internet infrastructure itself, or increases in the cost of internet connectivity and network access may diminish the demand for our offerings and could harm our business.
Risks Related to Other Legal, Regulatory and Tax Matters Changes in laws and regulations related to the internet, changes in the internet infrastructure itself, or increases in the cost of internet connectivity and network access may diminish the demand for our offerings and could harm our business.
The success of any new products or solutions, or enhancements to our existing offerings, will depend on a number of factors including, but not limited to, the timeliness and effectiveness of our research and product development activities and go-to-market strategy, our ability to anticipate customer needs and achieve market acceptance, our ability to manage the risks associated with new product releases, the effective management of development and other spending in connection with the product development process, and the availability of other newly developed products and technologies by our competitors. 11 In addition, in connection with our product development efforts, we may introduce significant changes to our existing products or solutions, or develop or otherwise introduce new and unproven products or solutions, including technologies with which we have little or no prior development or operating experience.
The success of any new products or solutions, or enhancements to our existing offerings, will depend on a number of factors including, but not limited to, the timeliness and effectiveness of our research and product development activities and go-to-market strategy, our ability to anticipate customer needs and achieve market acceptance, our ability to manage the risks associated with new product releases, the effective management of development and other spending in connection with the product development process, and the availability of other newly developed products and technologies by our competitors.
Israel has held five general elections between 2019 and 2022, and prior to October 2023, the Israeli government pursued extensive changes to Israel’s judicial system, which sparked extensive political debate and unrest. To date, these initiatives have been substantially put on hold.
Israel has held five general elections between 2019 and 2022, and prior to October 2023, the Israeli government pursued extensive changes to Israel’s judicial system, which sparked extensive political debate and unrest.
We could incur greater operating expenses and our customer acquisition and retention could be negatively impacted if network operators: ● implement usage-based pricing; ● discount pricing for competitive products; ● otherwise materially change their pricing rates or schemes; ● charge us to deliver our traffic at certain levels or at all; ● throttle traffic based on its source or type; ● implement bandwidth caps or other usage restrictions; or ● otherwise try to monetize or control access to their networks. 26 In order for our services to be successful, there must be a reasonable price model in place to allow for the continuous distribution of digital media files.
We could incur greater operating expenses and our customer acquisition and retention could be negatively impacted if network operators: ● implement usage-based pricing; ● discount pricing for competitive products; ● otherwise materially change their pricing rates or schemes; ● charge us to deliver our traffic at certain levels or at all; ● throttle traffic based on its source or type; ● implement bandwidth caps or other usage restrictions; or ● otherwise try to monetize or control access to their networks.
If we are unsuccessful in defending against any such claims, we may be liable for damages or prevented from using certain intellectual property, which in turn could materially adversely affect our business, financial condition or results of operations; even if we are successful in defending against such claims, litigation could result in substantial costs and distract management and other employees. 23 In order to protect our intellectual property and proprietary rights and to monitor for and take action against any infringement, misappropriation or other violations thereof, we may be required to spend significant resources.
If we are unsuccessful in defending against any such claims, we may be liable for damages or prevented from using certain intellectual property, which in turn could materially adversely affect our business, financial condition or results of operations; even if we are successful in defending against such claims, litigation could result in substantial costs and distract management and other employees.
In addition, changing laws, regulations, and standards relating to corporate governance and public disclosure, including regulations implemented by the SEC and The Nasdaq Stock Market LLC, or Nasdaq, may increase legal and financial compliance costs, and make some activities more time consuming.
As a public company listed in the United States, we incur significant additional legal, accounting, and other expenses. In addition, changing laws, regulations, and standards relating to corporate governance and public disclosure, including regulations implemented by the SEC and The Nasdaq Stock Market LLC, or Nasdaq, may increase legal and financial compliance costs, and make some activities more time consuming.
If we do not effectively and efficiently manage our transition into a public company and continue to develop and implement the right processes and tools to manage our changing enterprise and maintain our culture, our ability to compete successfully and achieve our business objectives could be impaired, which could negatively impact our business, financial condition and results of operations. 36 Additionally, as a public company, we may from time to time be subject to proposals by shareholders urging us to take certain corporate actions.
If we do not effectively and efficiently manage our transition into a public company and continue to develop and implement the right processes and tools to manage our changing enterprise and maintain our culture, our ability to compete successfully and achieve our business objectives could be impaired, which could negatively impact our business, financial condition and results of operations.
This concentration of ownership may also affect the prevailing market price of our ordinary shares due to investors’ perceptions that conflicts of interest may exist or arise.
This concentration of ownership may also affect the prevailing market price of our ordinary shares due to investors’ perceptions that conflicts of interest may exist or arise. As a result, this concentration of ownership may not be in your best interests.
To the extent that any disruption or security breach were to result in a loss of, or damage to, our data or systems, or inappropriate disclosure of confidential or proprietary information, we could incur liability, our competitive position could be harmed and our business, operations, and financial results could be adversely affected.
To the extent that any disruption or security breach were to result in a loss of, or damage to, our data or systems, or inappropriate disclosure of confidential or proprietary information, we could incur liability, our competitive position could be harmed and our business, operations, and financial results could be adversely affected. 20 In addition, part of the process of our solution is replacing our customer’s native image and video files with optimized, compressed files.
See also “Risk Factors—Risks Related to Our Operations in Russia.” We anticipate that we will continue to depend on these and other third-party relationships in order to grow our business for the foreseeable future.
We anticipate that we will continue to depend on these and other third-party relationships in order to grow our business for the foreseeable future.
Our results of operations may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our results of operations to fall below our publicly announced guidance or the expectations of securities analysts and investors, resulting in a decline in the market price of our ordinary shares.
Our results of operations may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our results of operations to fall below our publicly announced guidance or the expectations of securities analysts and investors, resulting in a decline in the market price of our ordinary shares. 41 Unfavorable conditions in our industry or the global economy or reductions in information technology spending could limit our ability to grow our business and negatively affect our results of operations.
We could be required to collect additional sales, use, value added, digital services or other similar taxes or be subject to other liabilities that may increase the costs our customers would have to pay for our offerings and adversely affect our results of operations.
Any increase in the amount of taxes we pay or that are imposed on us could increase our worldwide effective tax rate and adversely affect our business, financial condition and results of operations. 28 We could be required to collect additional sales, use, value added, digital services or other similar taxes or be subject to other liabilities that may increase the costs our customers would have to pay for our offerings and adversely affect our results of operations.
In addition, in order to avoid paying patent royalties, some of our customers may opt to use open source compression standards such as VP9 or AV1, which in turn would require us to support such standards in our products and services, causing additional product development costs due to this fragmentation.
In addition, in order to avoid paying patent royalties, some of our customers may opt to use open source compression standards such as VP9 or AV1, which in turn would require us to support such standards in our products and services, causing additional product development costs due to this fragmentation. 24 Indemnity provisions in various agreements potentially expose us to substantial liability for intellectual property infringement, misappropriation, violation, and other losses.
We previously identified control deficiencies in our financial reporting process that constitute a material weakness for the years ended December 31, 2021 and 2022 which were primarily due to the fact that we were a private company prior to February 28, 2023.
Undetected material weaknesses in our internal controls could lead to financial statement restatements and require us to incur the expense of remediation. 40 We previously identified control deficiencies in our financial reporting process that constitute a material weakness for the years ended December 31, 2021 and 2022 which were primarily due to the fact that we were a private company prior to February 28, 2023.
Accordingly, political, economic and military conditions in Israel and the surrounding region may directly affect our business and operations. Since the establishment of the State of Israel in 1948, a number of armed conflicts have taken place between Israel and its neighboring countries, as well as terrorist acts committed within Israel by hostile elements.
Since the establishment of the State of Israel in 1948, a number of armed conflicts have taken place between Israel and its neighboring countries, as well as terrorist acts committed within Israel by hostile elements.
Also, to the extent we hire personnel from competitors, we may be subject to allegations that they have been improperly solicited or that they have divulged their former employers’ proprietary or other confidential information or incorporated such information into our products, which could include claims that such former employers therefore own or otherwise have rights to their inventions or other work product developed while employed by us. 15 In addition, in making employment decisions, particularly in the internet and high-technology industries, job candidates often consider the value of the equity they are to receive in connection with their employment.
Also, to the extent we hire personnel from competitors, we may be subject to allegations that they have been improperly solicited or that they have divulged their former employers’ proprietary or other confidential information or incorporated such information into our products, which could include claims that such former employers therefore own or otherwise have rights to their inventions or other work product developed while employed by us.
Recent actions and public comments from the FASB and the SEC have focused on the integrity of financial reporting and internal controls. In addition, many companies’ accounting policies are being subject to heightened scrutiny by regulators and the public. Further, the accounting rules and regulations are continually changing in ways that could materially impact our financial statements.
In addition, many companies’ accounting policies are being subject to heightened scrutiny by regulators and the public. Further, the accounting rules and regulations are continually changing in ways that could materially impact our financial statements.
Any such bugs, defects, security vulnerabilities, errors, or other performance failures in our products and services, including as a result of denial of claims by our insurer or the successful assertion of claims by others against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including increases or the imposition of large deductible or co-insurance requirements, could have a material adverse effect on our business, including our financial condition, results of operations and reputation. 20 If we or our third-party service providers experience a security breach, data loss or other compromise, including if unauthorized parties obtain access to our customers’ data, our reputation may be harmed, demand for our products and services may be reduced, and we may incur significant liabilities.
Any such bugs, defects, security vulnerabilities, errors, or other performance failures in our products and services, including as a result of denial of claims by our insurer or the successful assertion of claims by others against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including increases or the imposition of large deductible or co-insurance requirements, could have a material adverse effect on our business, including our financial condition, results of operations and reputation.
We may face claims demanding remuneration in consideration for assigned inventions, which could require us to pay additional remuneration or royalties to our current and former employees and consultants, or be forced to litigate such claims, which could negatively affect our business. 30 It may be difficult for investors in the United States to enforce any judgments obtained against us or some of our directors or officers.
We may face claims demanding remuneration in consideration for assigned inventions, which could require us to pay additional remuneration or royalties to our current and former employees and consultants, or be forced to litigate such claims, which could negatively affect our business.
If a court were to find the exclusive forum provisions contained in our amended and restated articles of association to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially adversely affect our business, financial condition, and results of operations. 31 Although we believe these exclusive forum provisions benefit us by providing increased consistency in the application of U.S. federal securities laws or the Companies Law, as applicable, in the types of lawsuits to which they apply, such exclusive forum provisions may limit a shareholder’s ability to bring a claim in the judicial forum of their choosing for disputes with us or any of our directors, shareholders, officers, or other employees, which may discourage lawsuits with respect to such claims against us and our current and former directors, shareholders, officers, or other employees.
Although we believe these exclusive forum provisions benefit us by providing increased consistency in the application of U.S. federal securities laws or the Companies Law, as applicable, in the types of lawsuits to which they apply, such exclusive forum provisions may limit a shareholder’s ability to bring a claim in the judicial forum of their choosing for disputes with us or any of our directors, shareholders, officers, or other employees, which may discourage lawsuits with respect to such claims against us and our current and former directors, shareholders, officers, or other employees.
The United States Internal Revenue Service has provided limited guidance on situations in which investors may rely on publicly available information to comply with their reporting and tax paying obligations with respect to foreign-controlled CFCs.
The United States Internal Revenue Service has provided limited guidance on situations in which investors may rely on publicly available information to comply with their reporting and tax paying obligations with respect to foreign-controlled CFCs. A United States investor should consult its advisors regarding the potential application of these rules to an investment in our ordinary shares.
Over the last two decades, the Russian economy has experienced or continues to experience at various times: ● significant volatility in its GDP; ● the impact of international sanctions; ● high levels of inflation; ● increases in, or high, interest rates; ● price volatility in oil and other natural resources; ● instability in the local currency market; ● budget deficits; ● the continued operation of loss-making enterprises due to the lack of effective bankruptcy proceedings; ● capital flight; and ● significant increases in poverty rates, unemployment and underemployment. 33 The Russian economy has been subject to abrupt downturns in the past, including as a result of the invasion of Ukraine, global financial crisis, and, as an emerging market, remains particularly vulnerable to further external shocks and any future fluctuations in the global markets.
Operating a business in an emerging market such as Russia can involve a greater degree of risk than operating a business in more developed markets. 33 Over the last two decades, the Russian economy has experienced or continues to experience at various times: ● significant volatility in its GDP; ● the impact of international sanctions; ● high levels of inflation; ● increases in, or high, interest rates; ● price volatility in oil and other natural resources; ● instability in the local currency market; ● budget deficits; ● the continued operation of loss-making enterprises due to the lack of effective bankruptcy proceedings; ● capital flight; and ● significant increases in poverty rates, unemployment and underemployment.
However, the intensity and duration of Israel’s current war against Hamas is difficult to predict at this stage, as are such war’s economic implications on our business and operations and on Israel’s economy in general.
However, the intensity and duration of Israel’s current war against Hamas is difficult to predict at this stage, as are such war’s economic implications on our business and operations and on Israel’s economy in general. If the ceasefires declared collapse or a new war commences or hostilities expand to other fronts, our operations may be adversely affected.
In addition, part of the process of our solution is replacing our customer’s native image and video files with optimized, compressed files. This process and replacement of files can result in data loss. Additionally, we do not directly control content that our customers store or use in our products.
This process and replacement of files can result in data loss. Additionally, we do not directly control content that our customers store or use in our products.
We have non-competition agreements with most of our employees, many of which are governed by Israeli law. These agreements generally prohibit our employees from competing with us or working for our competitors for a specified period following termination of their employment.
These agreements generally prohibit our employees from competing with us or working for our competitors for a specified period following termination of their employment.
Military service call ups that result in absences of personnel from us for an extended period of time may materially and adversely affect our business, prospects, financial condition and results of operations.
Military service call ups that result in absences of personnel from us for an extended period of time may materially and adversely affect our business, prospects, financial condition and results of operations. Our operations could be disrupted by the absence for a significant period of one or more of our key officers and employees due to military service.
This change in strategy and these efforts may prove more expensive than we currently anticipate, or may require longer development and deployment times, and we may not succeed in further developing and commercializing our SaaS solution sufficiently, or at all. 5 We may not be successful in establishing and maintaining strategic partnerships, which could adversely affect our ability to commercialize and further develop our SaaS solution and other future products.
This change in strategy and these efforts may prove more expensive than we currently anticipate, or may require longer development and deployment times, and we may not succeed in further developing and commercializing our SaaS solution sufficiently, or at all.
As a result, this concentration of ownership may not be in your best interests. 35 Future sales of substantial amounts of our ordinary shares in the public markets, or the perception that such sales might occur, could reduce the price that our ordinary shares might otherwise attain.
Future sales of substantial amounts of our ordinary shares in the public markets, or the perception that such sales might occur, could reduce the price that our ordinary shares might otherwise attain.
As of March 1, 2024, 15,089,747 ordinary shares were outstanding and we had 1,292,195 ordinary shares issuable upon the exercise of outstanding options at a weighted average exercise price of $2.09 per share, of which 912,916 were vested as of such date, warrants to purchase 186,148 ordinary shares and an additional 423,934 ordinary shares reserved for future issuance under our 2015 Plan.
As of December 31,2024, 15,518,794 ordinary shares were outstanding and we had 1,345,036 ordinary shares issuable upon the exercise of outstanding options at a weighted average exercise price of $2.95 per share, of which 641,851 were vested as of such date, warrants to purchase 153,367 ordinary shares and an additional 1,012,006 ordinary shares reserved for future issuance under our 2015 Plan.
Under the Courts Law, the competent courts of Tel Aviv, Israel, is the exclusive forum for the resolution of (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s shareholders, or (iii) any action asserting a claim arising pursuant to any provision of the Companies Law or the Israeli Securities Law, 1968, or the Israeli Securities Law.
This exclusive forum provision will not apply to suits brought to enforce any liability or duty created by the Exchange Act, and our shareholders cannot and will not be deemed to have waived our compliance with the U.S. federal securities laws and the rules and regulations thereunder as a result of our exclusive forum provision. 31 Under the Courts Law, the competent courts of Tel Aviv, Israel, is the exclusive forum for the resolution of (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s shareholders, or (iii) any action asserting a claim arising pursuant to any provision of the Companies Law or the Israeli Securities Law, 1968, or the Israeli Securities Law.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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ITEM 4. INFORMATION ON THE COMPANY A. History and Development of the Company 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.
ITEM 4. INFORMATION ON THE COMPANY A. History and Development of the Company We are a leading innovator of video encoding, transcoding and optimization solutions that enable high-quality, high-performance, and unmatched bitrate efficiency for video and images.
Business Overview 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.
Business Overview Overview We are a leading innovator of video encoding, transcoding and optimization solutions that enable high-quality, high-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.
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 BQM, that is highly correlated with the human visual system. BQM is integrated into our CABR, system which together maximizes quality and removes visual redundancies resulting in a smaller file size.
At the heart of our patented optimization technology is the proprietary BQM, that is highly correlated with the human visual system. BQM is integrated into our 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”.
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”.
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 Cloud 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.
Due to the high cost and complexity of deploying our existing software solutions and the long sales lead times, we have made a strategic decision to focus our resources on the development and commercialization of our next-generation product, the Beamr Cloud 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.
Our Beamr Cloud SaaS solution is currently available through AWS and we plan to make our next generation SaaS solution available through additional public cloud services, such as Azure, GCP and OCI allowing us to potentially access and acquire large numbers of new customers with relatively low sales investment.
Our Beamr Cloud SaaS solution is currently available through AWS and OCI, and we plan to make our next generation SaaS solution available through additional public cloud services, such as Azure and GCP, allowing us to potentially access and acquire large numbers of new customers with relatively low sales investment.
Sharon Carmel, our founder and Chief Executive Officer is a serial entrepreneur with a proven track record in the software space having co-founded Emblaze (LON: BLZ) which developed the Internet’s first vector-based graphics player, preceding Macromedia Flash, and BeInSync, which developed P2P synchronization and online backup technologies, and was acquired in 2008 by Phoenix Technologies (NASDAQ: PTEC). ● Ongoing customer-driven development .
Sharon Carmel, our founder and Chief Executive Officer, is a serial entrepreneur with a proven track record in the software space having co-founded Emblaze (LON: BLZ), which developed the Internet’s first vector-based graphics player, preceding Macromedia Flash, and BeInSync, which developed P2P synchronization and online backup technologies, and was acquired in 2008 by Phoenix Technologies (NASDAQ: PTEC). 47 ● Ongoing customer-driven development .
In user testing, under ITU BT.500, an international standard for testing image quality, the correlation of our BQM with subjective (human) results was, in our opinion, very high. 49 Beamr’s CABR technology was integrated as a new rate control mechanism into our software H.264 and HEVC encoders.
In user testing, under ITU BT.500, an international standard for testing image quality, the correlation of our BQM with subjective (human) results was, in our opinion, very high. Beamr’s CABR technology was integrated as a new rate control mechanism into our software H.264 and HEVC encoders.
In January 2021 we were recognized with an Emmy ® Award for the “Development of Open Perceptual Metrics for Video Encoding Optimization” and in November 2021 we won the Seagate Lyve Innovator of the Year competition. We have over 50 patents, and count among our customers leading content distributors including Netflix and ViacomCBS. ● Strong value proposition .
In January 2021 we were recognized with an Emmy ® Award for the “Development of Open Perceptual Metrics for Video Encoding Optimization” and in November 2021 we won the Seagate Lyve Innovator of the Year competition. We have over 50 patents, and count among our customers leading content distributors including Netflix and Paramount. ● Strong value proposition .
For more information regarding the risks relating to intellectual property, see “Item 3.D Risk Factors—Risks Related to Information Technology, Intellectual Property and Data Security and Privacy.” 58 Regulatory Environment We are subject to a number of U.S. federal and state and foreign laws and regulations that involve matters central to our business.
For more information regarding the risks relating to intellectual property, see “Item 3.D Risk Factors—Risks Related to Information Technology, Intellectual Property and Data Security and Privacy.” 62 Regulatory Environment We are subject to a number of U.S. federal and state and foreign laws and regulations that involve matters central to our business.
Our CABR technology, built over our proprietary BQM, achieves maximal compression of the video input while maintaining the input video resolution, format, and visual quality. The CABR powers our existing video compression encoders as well as our next generation SaaS solution, the Beamr Cloud, in development.
Our CABR technology, built over our proprietary BQM, achieves maximal compression of the video input while maintaining the input video resolution, format, and visual quality. The CABR powers our existing video compression encoders as well as our SaaS solution, the Beamr Cloud, in development.
Below is an illustrative expected cost savings calculator of the Beamr Cloud from the Company’s homepage. 52 Following integration into the NVIDIA GPU, we believe the Beamr Cloud SaaS solution provides the following key benefits including: ● Attractive return on investment .
Below is an illustrative expected cost savings calculator of the Beamr Cloud from the Company’s homepage. 54 Following integration into the NVIDIA GPU, we believe the Beamr Cloud SaaS solution provides the following key benefits including: ● Attractive return on investment .
Competition While there are several companies offering video compression solutions such as MainConcept, Ateme, Ittiam, Visionular and open source (x264/x265), we believe there is currently no direct competitor with our content-adaptive video compression solutions.
Competition While there are several companies offering video compression solutions such as MainConcept, Ateme, Visionular, Harmonic and open source (x264/x265), we believe there is currently no direct competitor with our content-adaptive video compression solutions.
Until recently, our current product line was mainly geared to the high end, high quality media customers and we count among our enterprise customers Netflix, Snapfish, ViacomCBS, TAG, VMware, Genesys, Deluxe, Vimeo, Encoding.com, Citrix, Walmart, Photobox, Antix, Dalet, and other leading media companies using video and photo solutions.
Until recently, our current product line was mainly geared to the high end, high quality media customers and we count among our enterprise customers Netflix, Snapfish, Paramount, TAG, VMware, Genesys, Deluxe, Encoding.com, Citrix, Walmart, Photobox, Antix, Dalet, and other leading media companies using video and photo solutions.
As a result of our February 2024 offering, we have been able to accelerate our product launch plans and have already met our second quarter milestones with respect to the Beamr Cloud SaaS solution, which included completing certain features, such as codec modernization and resize transformations, and now we started working on offering additional capabilities, such as AI-specific workflows that are optimized for Machine Learning, or ML, and Artificial Intelligence, or AI, in an effort to position ourselves to be at the forefront of innovation in the video processing landscape for different AI purposes.
As a result of our February 2024 offering, we have been able to accelerate our product launch plans and have already met our second quarter milestones with respect to the Beamr Cloud SaaS solution, which included completing certain features, such as codec modernization and resize transformations, and now we started working on offering additional capabilities, such as AI-specific workflows that are optimized for ML and AI in an effort to position ourselves to be at the forefront of innovation in the video processing landscape for different AI purposes.
The above projections are subject to a number of assumptions, including, but not limited to: (1) we may choose to change our plans to attract additional customers; (2) we have no data as to what our market penetration will be, which can be below 1% or a multiple percentage; (3) the potential revenue is calculated using standard pricing from AWS; (4) our SaaS operation is based on spreads in which we first pay AWS for computing platforms and then sell storage and bandwidth savings; and (5) our SaaS profit is dependent on a number of factors, including, but not limited to, the overall service efficiency. 53 Below is the Beamr Cloud overview, workflows summary and workflows details.
The above projections are subject to a number of assumptions, including, but not limited to: (1) we may choose to change our plans to attract additional customers; (2) we have no data as to what our market penetration will be, which can be below 1% or a multiple percentage; (3) the potential revenue is calculated using standard pricing from AWS; (4) our SaaS operation is based on spreads in which we first pay AWS for computing platforms and then sell storage and bandwidth savings; and (5) our SaaS profit is dependent on a number of factors, including, but not limited to, the overall service efficiency.
NVIDIA GPUs with NVENC are available on all major cloud platforms. We plan to further collaborate with NVIDIA on further development of our the Beamr Cloud SaaS solution. 44 The first version of the integrated video optimization engine was ready at the end of the first quarter of 2023.
NVIDIA GPUs with NVENC are available on all major cloud platforms. We plan to further collaborate with NVIDIA on enhancing the capabilities of our Beamr Cloud SaaS solution. The first version of the integrated video optimization engine was ready at the end of the first quarter of 2023.
Even after we no longer qualify as an emerging growth company, as long as we continue to qualify as a foreign private issuer under the Exchange Act, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including: ● the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations with respect to a security registered under the Exchange Act; ● the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and ● the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial statements and other specified information, and current reports on Form 8-K upon the occurrence of specified significant events. 43 We are required to file an annual report on Form 20-F within four months of the end of each fiscal year.
Even after we no longer qualify as an emerging growth company, as long as we continue to qualify as a foreign private issuer under the Exchange Act, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including: ● the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations with respect to a security registered under the Exchange Act; ● the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and ● the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial statements and other specified information, and current reports on Form 8-K upon the occurrence of specified significant events.
In the second quarter of 2024, we plan to offer additional capabilities, such as AI-specific workflows, in an effort to position ourselves to be at the forefront of innovation in the video processing landscape for different AI purposes.
In 2025, we plan to offer additional capabilities, such as additional AI-specific workflows, in an effort to position ourselves to be at the forefront of innovation in the video processing landscape for different AI purposes.
We primarily market and license directly our existing products to media customers through outbound sales networking and customer and partner referrals. Our direct customers include category leaders such as Netflix, Snapfish, ViacomCBS, TAG and Encoding.com.
We primarily market and license directly our existing products to media customers through outbound sales networking and customer and partner referrals. Our direct customers include category leaders such as Netflix, Snapfish, Paramount and TAG.
We have made substantial investments in product and technology development since our inception. Research and development expense totaled $1.8 million, $2.1 million and $2.0 million in the years ended December 31, 2023, 2022 and 2021, respectively.
We have made substantial investments in product and technology development since our inception. Research and development expense totaled $2.9 million, $1.8 million and $2.1 million in the years ended December 31, 2024, 2023 and 2022, respectively.
The CABR engine comprises the CABR control module responsible for managing the optimization process and a module which evaluates video quality. The video encoder first encodes a frame using a configuration based on its regular rate control mechanism, resulting in an initial encode.
An integrated CABR encoding solution consists of a video encoder and the CABR rate control engine. The CABR engine comprises the CABR control module responsible for managing the optimization process and a module which evaluates video quality. The video encoder first encodes a frame using a configuration based on its regular rate control mechanism, resulting in an initial encode.
In June 2023, we launched our first beta version of our video optimization cloud service. 51 In September 2023, we released our second beta version of our video optimization cloud service, which included a new API that empowers customers to automate large-scale video optimization in the cloud.
In September 2023, we released our second beta version of our video optimization cloud service, which included a new API that empowers customers to automate large-scale video optimization in the cloud.
We believe that our hardware-accelerated CABR powered video optimization solutions have broad application to a wide array of verticals including UGC, public safety, smart cities, education, enterprise, autonomous vehicles, government and media and entertainment. 48 ● Continue to innovate and develop new products and features.
We believe that our GPU-accelerated CABR powered video optimization solutions have broad application to a wide array of verticals including UGC, internet of things, AI video, public safety, smart cities, education, enterprise, autonomous vehicles, government and media and entertainment. ● Continue to innovate and develop new products and features.
We believe the following competitive attributes are necessary for our solutions to successfully compete in the video compression market: ● the performance and reliability of our solutions; ● cost of deployment and return on investment in terms of cost savings; ● sophistication, novel and innovative intellectual property and technology, and functionality of our offerings; ● cross-platform operability; ● security; ● ease of implementation and use of service; ● high quality customer support; and ● price. 57 We believe that we compare favorably on the basis of the factors listed above.
We believe the following competitive attributes are necessary for our solutions to successfully compete in the video compression market: ● the performance and reliability of our solutions; ● cost of deployment and return on investment in terms of cost savings; ● sophistication, novel and innovative intellectual property and technology, and functionality of our offerings; ● cross-platform operability; ● security; ● ease of implementation and use of service; ● high quality customer support; and ● price.
Our main research and development facility is located in central Israel, which we believe is a strategic advantage for us, allowing us to leverage a talented pool of engineers and product experts. As of March 1, 2024, we had 25 full-time and part-time employees and consultants dedicated to research and development.
Our main research and development facility is located in central Israel, which we believe is a strategic advantage for us, allowing us to leverage a talented pool of engineers and product experts. As of March 3, 2025, we had 28 full-time and part-time employees and consultants dedicated to research and development.
Through our account managers, support teams, product development teams and regular outreach from senior leadership, we solicit and capture feedback from our customer base for incorporation into ongoing enhancements to our solutions.
Through our account managers, support teams, product development teams and regular outreach from senior leadership, we solicit and capture feedback from our customer base for incorporation into ongoing enhancements to our solutions. We regularly provide our customers with enhancements to our products.
Following that, we commercially launched our cloud based SaaS solution in February 2024 and expect that end-users of the solution will enjoy significant end-user storage and networking cost savings.
Following that, we commercially launched our Beamr Cloud SaaS solution in February 2024 and expect that end-users of the solution will enjoy significant end-user storage and networking cost savings, by 30%-50%.
We were incorporated in Israel on October 1, 2009 under the name I.C.V.T Ltd. On January 11, 2015, we changed our name to Beamr Imaging Ltd. We have two wholly owned subsidiaries: Beamr, Inc. and Beamr Imaging RU LLC. Beamr, Inc. is our wholly owned subsidiary incorporated in 2012 in the State of Delaware.
Our legal and commercial name is Beamr Imaging Ltd. We were incorporated in Israel on October 1, 2009 under the name I.C.V.T Ltd. On January 11, 2015, we changed our name to Beamr Imaging Ltd. We have two wholly owned subsidiaries: Beamr, Inc. and Beamr Imaging RU LLC.
Beamr, Inc. is engaged in reselling our software and products in the U.S. and Canada. Beamr Imaging RU LLC is our wholly owned subsidiary, a limited Russian partnership formed in 2016. Beamr Imaging RU LLC is engaged in research and development for us.
Beamr, Inc. is our wholly owned subsidiary incorporated in 2012 in the State of Delaware. Beamr, Inc. is engaged in reselling our software and products in the U.S. and Canada. Beamr Imaging RU LLC is our wholly owned subsidiary, a limited Russian partnership formed in 2016. Beamr Imaging RU LLC is engaged in research and development for us. D.
Based on the estimation that the global cloud video storage market is projected to grow to $13.5 billion in 2025, we anticipate that average savings are expected to be approximately 30% or $4.05 billion. This results in each 1% of savings creating $40.5 million of value.
In addition, Beamr offers enterprise dedicated pricing plans and integrations . Based on the estimation that the global cloud video storage market is projected to grow to $13.5 billion in 2025, we anticipate that average savings are expected to be approximately 30% or $4.05 billion. This results in each 1% of savings creating $40.5 million of value.
In today’s environment, with deployment of media and entertainment, user generated content, enterprise video, agricultural technology, or AgTech, and industrial solutions, autonomous vehicles, surveillance and smart cities, we believe that the usage of video and its storage on public cloud platforms is expected to increase exponentially and we believe existing solutions are not suitable for large volume storage optimization. 47 Our Growth Strategies We intend to pursue the following growth strategies: ● Commercialize, further develop and gain broad market acceptance for our SaaS solution .
In today’s environment, with deployment of media and entertainment, user generated content, AI video, Internet-of-Things, enterprise video, industrial solutions, autonomous vehicles, surveillance and smart cities, as well as video created by Generative AI, we believe that the usage of video and its storage on public cloud platforms is expected to increase exponentially and we believe existing solutions are not suitable for large volume storage optimization. 48 Our Growth Strategies We intend to pursue the following growth strategies: ● Commercialize, further develop and gain broad market acceptance for our SaaS solution .
Upon release of our next generation SaaS solution, the Beamr Cloud, we believe that its performance will be up to 10x more cost efficient than our existing software-based solutions, resulting in even greater reduced, based on our own internal testing, media storage, processing and delivery costs. ● Partnering with leading technology giants to enable the adoption of our video compression solutions .
Our SaaS solution, the Beamr Cloud, performance is up to 10x more cost efficient than our existing software-based solutions, resulting in even greater reduced costs, based on our own internal testing, media storage, processing and delivery costs. ● Partnering with leading technology giants to enable the adoption of our video compression solutions .
We would cease to be a foreign private issuer at such time as more than 50% of our outstanding voting securities are held by U.S. residents and any of the following three circumstances applies: (i) the majority of our executive officers or directors are U.S. citizens or residents; (ii) more than 50% of our assets are located in the United States; or (iii) our business is administered principally in the United States.
We would cease to be a foreign private issuer at such time as more than 50% of our outstanding voting securities are held by U.S. residents and any of the following three circumstances applies: (i) the majority of our executive officers or directors are U.S. citizens or residents; (ii) more than 50% of our assets are located in the United States; or (iii) our business is administered principally in the United States. 44 Both foreign private issuers and emerging growth companies are also exempt from certain more stringent executive compensation disclosure rules.
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.
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, and (2) Beamr JPEGmini photo optimization software solutions for reducing JPEG file sizes.
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.
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.
Our Beamr Cloud SaaS solution is currently operating over and integrated with AWS with plans to extend our services to other cloud platforms, and is powered by NVIDIA GPUs. 45 Recent Financing and Product Launch in February 2024 Following our initial public offering on the Nasdaq that closed in March 2023, on February 15, 2024, we closed our public offering of 1,971,300 ordinary shares, which included the full exercise of the underwriter’s over-allotment options at a public offering price of $7.00 per share, for aggregate gross proceeds of $13.8 million prior to deducting underwriting discounts and other offering expenses.
In June 2024, Beamr Cloud achieved Powered by Expertise and became available in the Oracle Cloud Marketplace for OCI customers, with plans to extend our services to other cloud platforms. 45 Financing and Product Launch in February 2024 Following our initial public offering on the Nasdaq that closed in March 2023, on February 15, 2024, we closed our public offering of 1,971,300 ordinary shares, which included the full exercise of the underwriter’s over-allotment options at a public offering price of $7.00 per share, for aggregate gross proceeds of $13.8 million prior to deducting underwriting discounts and other offering expenses.
Then, for each frame, more aggressive compression is applied, reducing the frame size in bits to the maximal extent that is possible without compromising perceptual quality of this video frame.
This is done by first compressing the video frame according to the bit-rate considerations. Then, for each frame, more aggressive compression is applied, reducing the frame size in bits to the maximal extent that is possible without compromising perceptual quality of this video frame.
While we have not identified any specific targets, we plan to selectively pursue acquisitions and strategic investments in businesses and technologies that strengthen our products, enhance our capabilities and/or expand our market presence in our core vertical markets. In 2016, we acquired Vanguard Video, a leading developer of software encoders.
While we have not identified any specific targets, we plan to selectively pursue acquisitions and strategic investments in businesses and technologies that strengthen our products, enhance our capabilities and/or expand our market presence in our core vertical markets.
We collaborated with NVIDIA in the development of our next generation product, the Beamr Cloud SaaS solution. We believe it will provide a simple, easily deployable, fast, scalable, low cost and best-in-class video optimization solution resulting in reduced media storage, processing and delivery costs.
We collaborated with NVIDIA in the development of our Beamr Cloud SaaS solution. It provides a simple, easily deployable, fast, scalable, low cost and best-in-class video optimization solution resulting in reduced media storage, processing and delivery costs by 30% to 50%.
Beamr Cloud Overview Page The Overview page serves as a centralized dashboard that provides users with a snapshot of their current video encoding operations and efficiency statistics (the value the Beamr Cloud creates). Workflows Page The ‘Workflows’ feature is an automation tool within the Beamr Cloud platform designed to simplify and streamline the process of video optimization and conversion.
Beamr Cloud Home Page The Home page serves as a centralized dashboard that provides users with a snapshot of their current video encoding operations and efficiency statistics (the value the Beamr Cloud creates). 56 Illustration of Playground Page The ‘Playground’ feature is an automation tool that will be released in the Beamr Cloud platform designed to simplify and streamline the process of video optimization and conversion.
Beamr5 also has an extensive API enabling deep control of the encoder configuration to maximize the benefit for each and every application or use case, and our support team is always available to help users find the best setup for their specific needs.
Beamr5 also has an extensive API enabling deep control of the encoder configuration to maximize the benefit for each and every application or use case, and our support team is always available to help users find the best setup for their specific needs. 58 Beamr 4X AVC Content Adaptive Encoder Beamr4x is achieved by adding our Content Adaptive Bit-Rate rate control, to Beamr4.
While the decoder and bitstream are fully defined by the standard, video coding standards do not define the encoder, and this is completely up to the implementation ingenuity.
This encoding standard is still the primary format used in video applications across the market. While the decoder and bitstream are fully defined by the standard, video coding standards do not define the encoder, and this is completely up to the implementation ingenuity.
We found that the mean average precision is high, and that true detection results are indeed unaffected by replacing the source file with the smaller, easier-to-transfer, optimized file. When detections are stable, almost identical results will be obtained for the source and optimized clips.
We found that the mean average precision is high, and that true detection results are indeed unaffected by replacing the source file with the smaller, easier-to-transfer, optimized file.
Combined with the real-time oriented design of BQM, and the possibility to reuse encoding decisions from the initial encode, the impact on overall performance is quite manageable. The following is a depiction of the CABR system showing how the BQM interacts with a video encoder.
Combined with the real-time oriented design of BQM, and the possibility to reuse encoding decisions from the initial encode, the impact on overall performance is quite manageable.
See “Item 3.D Risk Factors—Risks Related to Our Business and Industry—We may not be able to compete successfully against current and future competitors, some of whom have greater financial, technical, and other resources than we do.
Furthermore, new entrants not currently considered to be competitors may enter the market through acquisitions, partnerships, or strategic relationships. See “Item 3.D Risk Factors—Risks Related to Our Business and Industry—We may not be able to compete successfully against current and future competitors, some of whom have greater financial, technical, and other resources than we do.
We believe that a source video and a Beamr-optimized video viewed side-by-side will look exactly the same to the human eye. 50 Beamr has integrated the CABR engine into its AVC software encoder, Beamr 4, and into its HEVC software encoder, Beamr 5.
We believe that a source video and a Beamr-optimized video viewed side-by-side will look exactly the same to the human eye. Beamr has integrated the CABR engine into its AVC software encoder, Beamr 4, and into its HEVC software encoder, Beamr 5. It has also been integrated into Nvidia NVENC H/W accelerated GPU encoder for AVC, HEVC and AV1 encoding.
We collaborated with NVIDIA, a multinational technology company and a leading developer of GPUs, with an annual revenue of $60.9 billion for the fiscal year 2024, to develop the Beamr Cloud SaaS solution, the world’s first GPU accelerated encoding solution powered with our CABR, which allows fast and easy end-user deployment combined with superior video compression rates.
We collaborated with NVIDIA, a multinational technology company and a leading developer of GPUs, with an annual revenue of $130.5 billion for the fiscal year 2025, to develop the Beamr Cloud SaaS solution, the world’s first GPU-accelerated encoding solution powered by our CABR, which allows fast and easy end-user deployment combined with superior video compression rates, as well as enriching the video with AI-powered in real time with the transcoding process, increasing the value and efficiency of our services.
Organizational Structure We have two wholly owned subsidiaries: Beamr, Inc. and Beamr Imaging RU LLC. Beamr, Inc. is our wholly owned subsidiary incorporated in 2012 in the State of Delaware. Beamr, Inc. is engaged in reselling our software and products in the U.S. and Canada.
Beamr, Inc. is our wholly owned subsidiary incorporated in 2012 in the State of Delaware. Beamr, Inc. is engaged in reselling our software and products in the U.S. and Canada. Beamr Imaging RU LLC is our wholly owned subsidiary, a limited Russian partnership formed in 2016.
We have managed to complete certain features, such as codec modernization and resize transformations, which will upgrade the user video to the latest standard, such as HEVC and eventually to AV1, while further decreasing file size and optimizing source quality.
We have managed to complete certain features, such as codec modernization and resize transformations, which will upgrade the user video to the latest standard, such as HEVC and eventually to AV1, while further decreasing file size and optimizing source quality. In June 2024, Beamr Cloud achieved Powered by Expertise and became available in the Oracle Cloud Marketplace for OCI customers.
However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers.
Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers.
As a result, we are currently executing on our third quarter 2024 milestones in order to further develop and commercializes our SaaS solution by further investing in our sales and marketing activities, including potential customer acquisition costs, and research and development activities.
As a result, we are currently executing on our third quarter 2024 milestones in order to further develop and commercializes our SaaS solution by further investing in our sales and marketing activities, including potential customer acquisition costs, and research and development activities. 46 Our Business Strengths We believe that the following business strengths differentiate us from our competitors and are key to our success: ● We are a recognized video compression market leader .
Legal Proceedings We are not currently party to any pending material legal proceedings. From time to time, we may become a party to litigation incident to the ordinary course of our business. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. 59 C.
From time to time, we may become a party to litigation incident to the ordinary course of our business. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. C. Organizational Structure We have two wholly owned subsidiaries: Beamr, Inc. and Beamr Imaging RU LLC.
Our Product Offerings Our Next-Generation SaaS Product: The Beamr Cloud We collaborated with NVIDIA, a leading developer of GPUs, to develop the world’s first GPU accelerated encoding solution that allows fast and easy end-user deployment combined with superior video compression rates powered with our CABR rate control and BQM quality measure.
This allows for automatic seamless transition to modern codecs offering better compression efficiencies, or lower bitrates / smaller files for the same quality. 52 Our Product Offerings Beamr Cloud: High-Efficiency, High-Quality, GPU-Accelerated and Video AI Enabler We collaborated with NVIDIA, a leading developer of GPUs, to develop the world’s first GPU-accelerated encoding solution that allows fast and easy end-user deployment combined with superior video compression rates powered with our CABR rate control and BQM quality measure.
The resulting bitstream has the same perceptual quality as the VBR encode to target bitrate would have, while offering significant bitrate savings for many use cases.
The resulting bitstream has the same perceptual quality as the VBR encode to target bitrate would have, while offering significant bitrate savings for many use cases. Beamr 5X HEVC Content Adaptive Encoder Similarly, Beamr 5x combines Beamr 5 with CABR, enabling HEVC encoding with significant bitrate savings.
Acquisition In 2016, we acquired Vanguard Video, a provider of HEVC and H.264 codec technologies, which enabled us to integrate our CABR technology with Vanguard Videos video encoders, which today are available as Beamr 4x and Beamr 5x.
We expect our research and development expense to increase significantly for the foreseeable future as we enhance our existing product, develop new products for our current markets and introduce new products in new markets. 60 Acquisition In 2016, we acquired Vanguard Video, a provider of HEVC and H.264 codec technologies, which enabled us to integrate our CABR technology with Vanguard Videos video encoders, which today are available as Beamr 4x and Beamr 5x.
We target the video engineering and information technology (IT) operations community through our marketing activities, using diverse tactics to connect with prospective customers, such as content marketing, events, social media, and public relations. We intend to continue to invest in our sales and marketing capabilities to capitalize on our market opportunity.
We focus our marketing efforts on the strength of our product and technology innovation, the value we provide and our domain expertise. We target the video engineering and information technology (IT) operations community through our marketing activities, using diverse tactics to connect with prospective customers, such as content marketing, events, social media, and public relations.
JPEGmini has also been successfully tested with artificial intelligence/machine learning image sets in which a reduction of storage cost of up to 50% was obtained, without compromising classification and detection accuracy.
JPEGmini has also been successfully tested with artificial intelligence/machine learning image sets in which a reduction of storage cost of up to 50% was obtained, without compromising classification and detection accuracy. NVENC-CABR H/W accelerated encoder Combining the CABR technology (ported to GPU) with the NVIDIA NVENC solution enables an offering of a cost-effective, fast, CABR encoding.
CABR is a closed-loop content-adaptive rate control mechanism enabling video encoders to lower the bitrate of their encode, while simultaneously preserving the perceptual quality of the higher bitrate encode. An integrated CABR encoding solution consists of a video encoder and the CABR rate control engine.
The CABR technology, with the BQM at its core, allows encoders to make smarter, quality driven, encoding decisions. CABR is a closed-loop content-adaptive rate control mechanism enabling video encoders to lower the bitrate of their encode, while simultaneously preserving the perceptual quality of the higher bitrate encode.
NVIDIA GPUs with NVENC are available on all major cloud platforms. Our current product line of CABR software encoders run on the CPU. In proof of concept tests with both Intel and NVIDIA, we have demonstrated that when our CABR is offloaded from the CPU to the GPU, the cost/performance ratio is up to 10x better than on the CPU.
In proof of concept tests with both Intel and NVIDIA, we have demonstrated that when our CABR is offloaded from the CPU to the GPU, the cost/performance ratio is up to 10x better than on the CPU. To accommodate Beamr’s content-adaptive GPU accelerated encoding solution, NVIDIA modified the API of the NVENC.
It provides seamless integration with cloud storage services, starting with AWS S3, and offers extensive customization options for various video processing requirements. 54 Video Compression Software Encoder Solutions Beamr 4 AVC Encoder Beamr4 is our fully standard compliant AVC (H.264) video encoder. This encoding standard is still the primary format used in video applications across the market.
It will provide seamless integration with cloud storage services, starting with AWS S3, and offer extensive customization options for various video processing requirements. 57 Illustration of AI Generated Transcription Video Compression Software Encoder Solutions Beamr 4 AVC Encoder Beamr4 is our fully standard compliant AVC (H.264) video encoder.
Our CABR System At the heart of our patented optimization technology is the proprietary BQM, a novel, efficient and reliable quality evaluation algorithm which is highly correlated with the human vision system. The CABR technology, with the BQM at its core, allows encoders to make smarter, quality driven, encoding decisions.
In 2016, we acquired Vanguard Video, a leading developer of software encoders. 49 Our CABR System At the heart of our patented optimization technology is the proprietary BQM, a novel, efficient and reliable quality evaluation algorithm which is highly correlated with the human vision system.
We believe the Beamr Cloud SaaS solution provides a simple, easily deployable, fast, scalable, low cost and best-in-class video optimization solution resulting in reduced media storage, processing and delivery costs.
As GPU-accelerated service, we can offer to enhance videos with AI-driven capabilities during the transcoding process, enabling fast, efficient and scalable AI-driven pipelines. 53 We believe the Beamr Cloud SaaS solution provides a simple, easily deployable, fast, scalable, low cost and best-in-class video optimization solution resulting in reduced media storage, processing and delivery costs.
However, many of our competitors have substantially greater financial, technical, and marketing resources; relationships with large vendor partners; larger global presence; larger customer bases; longer operating histories; greater brand recognition; and more established relationships in the industry than we do. Furthermore, new entrants not currently considered to be competitors may enter the market through acquisitions, partnerships, or strategic relationships.
We believe that we compare favorably on the basis of the factors listed above. However, many of our competitors have substantially greater financial, technical, and marketing resources; relationships with large vendor partners; larger global presence; larger customer bases; longer operating histories; greater brand recognition; and more established relationships in the industry than we do.
Our wholly owned Russian subsidiary operates from a leased office located in St Petersburg, Russia. Our employees in our wholly owned US subsidiary operate primarily from their home offices. We lease all of our facilities and do not own any real property. We intend to procure additional space in the future as we continue to add employees and expand geographically.
We lease all of our facilities and do not own any real property. We intend to procure additional space in the future as we continue to add employees and expand geographically.
Ultimately, Beamr’s CABR system enables the bitrate of video files to be reduced by up to 50% over the current state of the art standard compliant block based encoders, without compromising image quality, bitstream standard compliance or changing the artistic intent.
As seen in the graphs, the bitrate savings increase as the target bitrate increases, since for higher target bitrates there is more redundancy present in the encoded stream, redundancy which CABR removes. 51 Ultimately, Beamr’s CABR system enables the bitrate of video files to be reduced by up to 50% over the current state of the art standard compliant block based encoders, without compromising video frame quality, bitstream standard compliance or changing the artistic intent.
JPEGmini is fully compliant with the JPEG standard, resulting in files that are fully compatible with any browser, photo software or device that support the standard JPEG format. JPEGmini is capable of reducing the file size of standard JPEG photos by up to 50%, while the resulting photos are visually identical to the original photos.
JPEGmini is capable of reducing the file size of standard JPEG photos by up to 50%, while the resulting photos are visually identical to the original photos.
The new mode introduced in Beamr4x, enables encode that is bit-rate driven, but where any bits that are redundant for the perceptual quality of the video are swiftly removed. This is done by first compressing the video frame according to the bit-rate considerations.
Video encoders generally operate either in a bit-rate driven mode, such as VBR (Variable Bit-Rate), or in a quality driven mode. The new mode introduced in Beamr4x, enables encode that is bit-rate driven, but where any bits that are redundant for the perceptual quality of the video are swiftly removed.
Some of our customers are billed on a quarterly basis. 56 Research and Development Our research and development team is responsible for the design, development, testing and delivery of new technologies, features and integrations of our solutions, as well as the continued improvement and iteration of our existing products.
We intend to continue to invest in our sales and marketing capabilities to capitalize on our market opportunity. Research and Development Our research and development team is responsible for the design, development, testing and delivery of new technologies, features and integrations of our solutions, as well as the continued improvement and iteration of our existing products.
In testing, BQM demonstrated higher correlation with subjective results than other quality measures such as PSNR and SSIM.
The following is a depiction of the CABR system showing how the BQM interacts with a video encoder. 50 In testing, BQM demonstrated higher correlation with subjective results than other quality measures such as PSNR and SSIM.
The Beamr Cloud SaaS solution has an intuitive interface that can be easily navigated by even first-time users. Our solution removes the need for video-specific expertise and high-touch user support and troubleshooting. ● Cloud agnostic and scalable .
The Beamr Cloud SaaS solution has an intuitive interface that can be easily navigated by even first-time users.
We also have four subcontractors located in Israel and Poland who perform research and development and marketing functions. We are not bound by any collective bargaining agreements. We consider the relationship with our employees to be good. We also use outside consultants and contractors with special expertise and skills for limited engagements, including manufacturing and quality assurance.
We consider the relationship with our employees to be good. We also use outside consultants and contractors with special expertise and skills for limited engagements, including manufacturing and quality assurance. Legal Proceedings We are not currently party to any pending material legal proceedings.
In February 2024, we launched our Beamr Cloud Video SaaS solution, a cloud based HW-Accelerated CABR solution, which we expect will allow end-users to enjoy significant end-user storage and networking cost savings. Our Cloud Video SaaS is currently operating over and integrated with AWS with plans to extend our services to other cloud platforms, and is powered by NVIDIA GPUs.
In February 2024, we launched Beamr Cloud, our video SaaS solution. It is a cloud based CABR solution, accelerated by NVIDIA GPUs. We launched Beamr Cloud, and constantly improving it, to allow end-users from emerging markets to enjoy significant storage and networking cost savings by 30%-50%.
We regularly provide our customers with enhancements to our products. 46 Our Market Opportunity According to Fortune Business Insights, the global cloud video storage market is projected to grow from $7.3 billion in 2021 to $13.5 billion in 2025 and to $20.9 billion by 2028, at a compound annual growth rate, or CAGR, of 16% during the forecast period.
Our Market Opportunity According to Fortune Business Insights, the global cloud video storage market is projected to grow from $10.28 billion in 2024 to $49.75 billion in by 2032, at a compound annual growth rate, or CAGR, of 21.8% during the forecast period.
We enter into written contracts with our customers pursuant to which we license the rights to use our software and provide maintenance and technical support. Our contracts are generally for one to three-year terms, with automatic renewal terms of one year terms. Some of our contracts are on a perpetual basis.
Our contracts are generally for one to three-year terms, with automatic renewal terms of one year terms. Some of our contracts are on a perpetual basis. We bill most of our customers annually in advance for the fees associated with the software licenses and related support. Some of our customers are billed on a quarterly basis.
As of March 1, 2024, our exclusively owned patent portfolio includes 53 issued patents (one of which is jointly owned), of which 33 are U.S. patents and 20 are foreign patents, and two U.S. patent applications are pending.
We strive to protect the proprietary technologies that we believe are important to our business, including seeking and maintaining patent protection intended to cover our system. 61 As of March 3, 2025, our exclusively owned patent portfolio includes 53 issued patents (one of which is jointly owned), of which 33 are U.S. patents and 20 are foreign patents, and two U.S. patent applications are pending.
Sales and Marketing As of March 1, 2024, we have three-full time and part-time sales and marketing employees and consultants, whose focus is to work together to accelerate the adoption of our existing products, to drive awareness and increase brand recognition of our products and technologies, to improve new customer acquisitions and to increase revenue from our existing customers.
Sales and Marketing As of March 3, 2025, we have 7 full time and part-time sales and marketing employees and consultants, whose focus is to work together to accelerate the adoption of our existing products, to drive awareness and increase brand recognition of our products and technologies, to improve new customer acquisitions and to increase revenue from our existing customers. 59 For our next-generation Beamr Cloud SaaS solution , we launched our solution on the largest cloud platform, AWS, in February 2024, in June 2024, Beamr Cloud achieved Powered by Expertise and became available in the Oracle Cloud Marketplace for OCI customers , and we plan to integrate our solution with Azure and GCP.
On February 27, 2023, our ordinary shares were approved for trading on the Nasdaq Capital Market under our ticker symbol “BMR” and began trading at the open of market on February 28, 2023. Upon listing of our ordinary shares in our initial public offering on February 28, 2023, we effected a reverse share spit at a ratio of 1-for-5.
Beamr Imaging RU LLC is engaged in research and development for us. 43 On February 27, 2023, our ordinary shares were approved for trading on the Nasdaq Capital Market under our ticker symbol “BMR” and began trading at the open of market on February 28, 2023.
Following that, we commercially launched our Beamr Cloud SaaS solution in February 2024 and expect that end-users of the solution will enjoy significant end-user storage and networking cost savings. Using the Beamr Cloud SaaS 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.
Using the Beamr Cloud SaaS 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. Our Beamr Cloud SaaS solution, accelerated by NVIDIA GPUs, was initially operating over and integrated with AWS.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Financing Activities Net cash provided by financing activities of $6.3 million for the year ended December 31, 2023 was mainly related to proceeds received upon completion of initial public offering of $6.7 million offset by $0.5 million repayments of principal relating to loans from received from commercial bank and controlling shareholder.
Net cash provided by financing activities of $6.3 million for the year ended December 31, 2023 was mainly related to proceeds received upon completion of initial public offering of $6.7 million offset by $0.5 million repayments of principal relating to loans from received from commercial bank and controlling shareholder.
See “ Item 3.D Risk Factors—Risks Related to Our Operations in Israel–Political, economic and military conditions in Israel could materially and adversely affect our business. ” 61 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.
See “ Item 3.D Risk Factors—Risks Related to Our Operations in Israel–Political, economic and military conditions in Israel could materially and adversely affect our business. ” 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.
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. A.
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. 68 A.
We also anticipate that selling and marketing expenses will increase as a percentage of revenue in the near and medium-term. 63 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 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.
If we are unable to raise additional funds when desired, our business, financial condition and results of operations could be adversely affected. 67 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.
If we are unable to raise additional funds when desired, our business, financial condition and results of operations could be adversely affected. 71 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.
NVIDIA GPUs with NVENC are available on all major cloud platforms. We plan to further collaborate with NVIDIA on further development of our the Beamr Cloud SaaS solution. The first version of the integrated video optimization engine was ready at the end of the first quarter of 2023.
NVIDIA GPUs with NVENC are available on all major cloud platforms. We plan to further collaborate with NVIDIA on further development of our the Beamr Cloud SaaS solution. 65 The first version of the integrated video optimization engine was ready at the end of the first quarter of 2023.
Operating and Financial Review and Prospectus—Components of Our Results of Operations ” and elsewhere in this Annual Report, we are not aware of any trends, uncertainties, demands, commitments or events for the period from January 1, 2023 to December 31, 2023 that are reasonably likely to have a material effect on our total revenues, income, profitability, liquidity or capital resources, or that caused the disclosed financial information to be not necessarily indicative of future operating results or financial condition.
Operating and Financial Review and Prospectus—Components of Our Results of Operations ” and elsewhere in this Annual Report, we are not aware of any trends, uncertainties, demands, commitments or events for the period from January 1, 2024 to December 31, 2024 that are reasonably likely to have a material effect on our total revenues, income, profitability, liquidity or capital resources, or that caused the disclosed financial information to be not necessarily indicative of future operating results or financial condition.
This amount includes approximately $0.7 million paid, set aside or accrued to provide pension, severance, retirement or similar benefits or expenses and $0.2 million share based compensation expenses, but does not include business travel, professional and business association dues and expenses reimbursed to office holders, and other benefits commonly reimbursed or paid by companies in our industry.
This amount includes approximately $0.1 million paid, set aside or accrued to provide pension, severance, retirement or similar benefits or expenses and $0.2 million share based compensation expenses, but does not include business travel, professional and business association dues and expenses reimbursed to office holders, and other benefits commonly reimbursed or paid by companies in our industry.
Carmel received his training in computer science and software development during his mandatory military service in the IDF. Danny Sandler, Chief Financial Officer Danny Sandler , 38, serves as our Chief Financial Officer since December 2021. Mr. Sandler joined us in May 2020, and prior to his current role, served as our Director of Finance.
Carmel received his training in computer science and software development during his mandatory military service in the IDF. Danny Sandler, Chief Financial Officer Danny Sandler , 39, serves as our Chief Financial Officer since December 2021. Mr. Sandler joined us in May 2020, and prior to his current role, served as our Director of Finance.
Sandler was a finance associate at Seeking Alpha, a crowd-sourced content service for financial markets. Mr. Sandler holds a Bachelor’s degree in Economics and Accounting from Bar-Ilan University. Tamar Shoham, Chief Technology Officer Tamar Shoham , 49, serves as our Chief Technology Officer since November 2021. Mrs.
Sandler was a finance associate at Seeking Alpha, a crowd-sourced content service for financial markets. Mr. Sandler holds a Bachelor’s degree in Economics and Accounting from Bar-Ilan University. Tamar Shoham, Chief Technology Officer Tamar Shoham , 50 , serves as our Chief Technology Officer since November 2021. Mrs.
Investing Activities For the year ended December 31, 2023, net cash used in investing activities was mainly due to capitalization of internal-use software associated with creating the internally developed software related to our cloud-based SaaS solution. For the years ended December 31, 2022 and 2021, the change in net cash used in investing activities was immaterial.
For the year ended December 31, 2023, net cash used in investing activities was mainly due to capitalization of internal-use software associated with creating the internally developed software related to our cloud-based SaaS solution. For the years ended December 31, 2022, the change in net cash used in investing activities was immaterial.
(3) Represents the equity-based compensation expenses recorded in our financial statements for the year ended December 31, 2023, based on the securities’ fair value on the grant date, calculated in accordance with applicable accounting guidance for equity-based compensation.
(3) Represents the equity-based compensation expenses recorded in our financial statements for the year ended December 31, 2024, based on the securities’ fair value on the grant date, calculated in accordance with applicable accounting guidance for equity-based compensation.
Shoham holds a Juris Doctor degree from Loyola University School of Law and a Bachelor’s degree in psychology from the University of Haifa. 73 Osnat Michaeli, Director Osnat Michaeli , 55, serves as a board member in our company since March 2023. Ms. Michaeli brings more than two decades of global experience in finance and operations.
Shoham holds a Juris Doctor degree from Loyola University School of Law and a Bachelor’s degree in psychology from the University of Haifa. Osnat Michaeli, Director Osnat Michaeli , 56, serves as a board member in our company since March 2023. Ms. Michaeli brings more than two decades of global experience in finance and operations.
In accordance with the Companies Law, the table below reflects the compensation granted to our five most highly compensated officers during or with respect to the year ended December 31, 2023.
In accordance with the Companies Law, the table below reflects the compensation granted to our five most highly compensated officers during or with respect to the year ended December 31, 2024.
(2) Represents annual bonuses granted to the officer based on formulas set forth in the respective resolutions of our Compensation Committee and Board of Directors with respect to 2023.
(2) Represents annual bonuses granted to the officer based on formulas set forth in the respective resolutions of our Compensation Committee and Board of Directors with respect to 2024.
Lluis Pedragosa, Director Liuis Pedragosa, 44 , serves as a board member in our company since August 2016, and was appointed by our shareholder, Marker LLC. Since May 2018, Mr. Pedragosa is a managing partner and the Chief Financial Officer of Team8, a cybersecurity and fintech company creation platform and a venture capital fund.
Lluis Pedragosa, Class III Director Liuis Pedragosa, 46 , serves as a board member in our company since August 2016, and was appointed by our shareholder, Marker LLC. Since May 2018, Mr. Pedragosa is a managing partner and the Chief Financial Officer of Team8, a cybersecurity and fintech company creation platform and a venture capital fund.
Following that, we commercially launched the Beamr Cloud SaaS solution in February 2024 and expect that following release, end-users of the solution will enjoy significant end-user storage and networking cost savings.
Following that, we commercially launched the Beamr Cloud SaaS solution in February 2024 and expect that following release, end-users of the solution will enjoy significant end-user storage and networking cost savings by 30%-50%.
Operating Results The table below provides our results of operations for the years ended December 31, 2023, 2022, and 2021.
Operating Results The table below provides our results of operations for the years ended December 31, 2024, 2023, and 2022.
We collaborated with NVIDIA, a multinational technology company and a leading developer of GPUs, with an annual revenue of $60.9 billion for the fiscal year 2024, to develop the Beamr Cloud SaaS 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.
We collaborated with NVIDIA, a multinational technology company and a leading developer of GPUs, with an annual revenue of $130.5 billion for the fiscal year 2025, to develop the Beamr Cloud SaaS 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.
On July 26, 2022, we terminated the 2022 Loan Agreement and the security interest on all our assets was removed. 68 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 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.
Michaeli holds a Bachelor’s degree in economics and a Master’s degree in Business Administration, both from Tel Aviv University. B. Compensation The aggregate compensation we paid to our top five executive officers and directors for the year ended December 31, 2023, was approximately $0.9 million.
Michaeli holds a Bachelor’s degree in economics and a Master’s degree in Business Administration, both from Tel Aviv University. B. Compensation The aggregate compensation we paid to our top five executive officers and directors for the year ended December 31, 2024, was approximately $1.2 million.
Pursuant to the Companies Law, we are required to disclose the annual compensation of our five most highly compensated officers on an individual basis. This disclosure will not be as extensive as that required of a U.S. domestic issuer.
Pursuant to the Companies Law, we are required, after we become a public company, to disclose the annual compensation of our five most highly compensated officers or directors on an individual basis. This disclosure will not be as extensive as that required of a U.S. domestic issuer.
For the year ended December 31, 2022, net cash used in operating activities was mainly due to a net loss of $1.2 million, offset by $0.2 million of share-based compensation and change in other working capital items as shown in the consolidated statements of cash flows of the annual financial statements.
For the year ended December 31, 2022, net cash used in operating activities was mainly due to a net loss of $1.2 million, offset by $0.2 million of share-based compensation and change in other working capital items as shown in the consolidated statements of cash flows of the annual financial statements. 73 Investing Activities For the year ended December 31, 2024, net cash used in investing activities was mainly due to further capitalization of internal-use software.
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.
Financial Statements” of this Annual Report. 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.
Prior to founding Beamr, in August 2002, Mr. Carmel co-founded, BeInSync, which developed P2P synchronization and online backup technologies. Prior to that, in January 1994, Mr. Carmel co-founded Emblaze (LON: BLZ), a software company, which developed the Internet’s first vector-based graphics player. Mr.
Carmel is a serial entrepreneur with a proven track record in the software space. Prior to founding Beamr, in August 2002, Mr. Carmel co-founded, BeInSync, which developed P2P synchronization and online backup technologies. Prior to that, in January 1994, Mr. Carmel co-founded Emblaze (LON: BLZ), a software company, which developed the Internet’s first vector-based graphics player. Mr.
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 at a variable exercise price.
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 at a variable exercise price.
Financing Income (Expenses), Net Year Ended December 31, (U.S. dollars in thousands) 2023 2022 2021 Change in fair value of convertible advanced investment $ 269 $ (70 ) $ (288 ) Change in fair value of derivative warrant liability $ 66 - - Amortization of discount and accrued interest on straight loan received from commercial banks $ (157 ) $ (102 ) $ (59 ) Modification of terms relating to straight loan $ - $ - $ (90 ) Change in estimation of maturity date of liability to controlling shareholder $ (12 ) (40 ) $ - Amortization of discount relating to liability to controlling shareholder $ (48 ) $ - $ - Interest on bank deposits $ 97 - - Exchange rate differences and other finance expenses $ 7 $ 47 $ (38 ) Total financing expenses, net $ 222 $ (165 ) $ (475 ) Financing expenses, net decreased by $0.4 million, or 230% to $(0.2) million for the year ended December 31, 2023, from $0.17 million in 2022.
Financing Income (Expenses), Net Year Ended December 31, (U.S. dollars in thousands) 2024 2023 2022 Change in fair value of convertible advanced investment $ - $ 269 $ (70 ) Change in fair value of derivative warrant liability $ (577 ) 66 - Amortization of discount and accrued interest on straight loan received from commercial banks $ (106 ) $ (157 ) $ (102 ) Modification of terms relating to straight loan $ - $ - $ - Change in estimation of maturity date of liability to controlling shareholder $ - (12 ) $ (40 ) Amortization of discount relating to liability to controlling shareholder $ (10 ) $ (48 ) $ - Interest on bank deposits $ 598 97 - Exchange rate differences and other finance expenses $ 3 $ 7 $ 47 Total financing expenses, net $ (92 ) $ 222 $ (165 ) 70 Financing expenses, net decreased by $0.3 million, or 141% to ($0.09) million for the year ended December 31, 2024, from $(0.2) million in 2023.
The increase was primarily due to binding transactions with new customers versus other transactions that were terminated. Revenues decreased by $0.4 million, or 13%, to $2.9 million for the year ended December 31, 2022, from $3.3 million for the year ended December 31, 2021.
The increase was primarily due to binding transactions with new customers versus other transactions that were terminated. Revenues increased by $0.05 million or 2% to $2.9 million for the year ended December 31, 2023, from $2.86 million for the year ended December 31, 2022.
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.
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 and utilities to all departments based on relative headcount. In addition, cost of revenues includes amortization of internal-use software costs that were capitalized.
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.
We currently license two 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 and (2) Beamr JPEGmini photo optimization software solutions for reducing JPEG file sizes.
During his career, Mr. Shoham has founded and led several companies such as VDOnet Corp. (acquired by Citrix Systems, Inc.), Butterfly VLSI Ltd. (acquired by Texas Instruments Incorporated), and RFWaves Ltd. (acquired by Vishay Intertechnology Inc.). Between 1995 and 2006, Mr. Shoham served as an independent board member at M-Systems Ltd., until the company was acquired by SanDisk Corporation. Mr.
(acquired by Citrix Systems, Inc.), Butterfly VLSI Ltd. (acquired by Texas Instruments Incorporated), and RFWaves Ltd. (acquired by Vishay Intertechnology Inc.). Between 1995 and 2006, Mr. Shoham served as an independent board member at M-Systems Ltd., until the company was acquired by SanDisk Corporation. Mr.
We believe that our existing capital resources (including gross proceeds of $13.8 million raised from the public offering completed in February 2024) 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.
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.
In February 2024, we launched our Beamr Cloud Video SaaS solution, a cloud based HW-Accelerated CABR solution, which we expect will allow end-users to enjoy significant end-user storage and networking cost savings. Our Cloud Video SaaS is currently operating over and integrated with AWS with plans to extend our services to other cloud platforms, and is powered by NVIDIA GPUs.
In February 2024, we launched our Beamr Cloud Video SaaS solution, a cloud based HW-Accelerated CABR solution, which we expect will allow end-users to enjoy significant end-user storage and networking cost savings, by 30%-50%. Our Beamr Cloud SaaS solution was initially operating over and integrated with AWS.
Operating Expenses Research and Development Expenses Year Ended December 31, (U.S. dollars in thousands) 2023 2022 2021 Salary and related expenses $ (1,411 ) $ (1,722 ) $ (1,645 ) Professional fees $ (229 ) $ (123 ) $ (99 ) Depreciation and amortization $ (4 ) $ (4 ) $ (107 ) Travel and overhead expenses $ (180 ) $ (214 ) $ (181 ) Total research and development expenses $ (1,824 ) $ (2,063 ) $ (2,032 ) Research and development expenses decreased by $0.2 million, or 12%, to $1.8 million for the year ended December 31, 2023, from $2 million for the year ended December 31, 2022.
Operating Expenses Research and Development Expenses Year Ended December 31, (U.S. dollars in thousands) 2024 2023 2022 Salary and related expenses $ (1,831 ) $ (1,411 ) $ (1,722 ) Professional fees $ (712 ) $ (229 ) $ (123 ) Depreciation and amortization $ (8 ) $ (4 ) $ (4 ) Travel and overhead expenses $ (341 ) $ (180 ) $ (214 ) Total research and development expenses $ (2,893 ) $ (1,824 ) $ (2,063 ) Research and development expenses increased by $1.06 million, or 58% to $2.8 million for the year ended December 31, 2024, from $1.8 million for the year ended December 31, 2023.
Megrelishvili served as product manager at Lexense Technologies Ltd., a legal-tech startup offering tools for handling and managing legal disputes. Prior to that, between June 2020 and December 2021, Mr. Megrelishvili served as product manager at Wix.Com Ltd (NASDQ: WIX), a cloud-based web development services company. Prior to that, between August 2018 and June 2020, Mr.
Prior to rejoining us, between January 2022 and November 2022, Mr. Megrelishvili served as product manager at Lexense Technologies Ltd., a legal-tech startup offering tools for handling and managing legal disputes. From June 2020 to December 2021, he held a product manager position at Wix.Com Ltd (NASDAQ: WIX), a cloud-based web development services company.
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.
Upon termination of the 2022 Loan Agreement, we have no commitment to issue SVB the aforesaid warrant. 72 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.
Year Ended December 31, (U.S. dollars in thousands) 2023 2022 2021 Revenues $ 2,909 $ 2,863 $ 3,300 Cost of revenues $ (96 ) $ (98 ) $ (90 ) Gross profit $ 2,813 $ 2,765 $ 3,210 Operating expenses: Research and development $ (1,824 ) $ (2,063 ) $ (2,032 ) Sales and marketing $ (361 ) $ (905 ) $ (959 ) General and administrative $ (1,506 ) $ (828 ) $ (773 ) Other income $ - $ - $ 129 Operating loss $ (878 ) $ (1,031 ) $ (425 ) Financing income (expenses), net $ 222 $ (165 ) $ (475 ) Tax on income $ (39 ) $ (52 ) $ (52 ) Net loss $ (695 ) $ (1,248 ) $ (952 ) 64 Revenues, Cost of Revenues and Gross Profit The following table presents our revenue, cost of revenues and gross profit for the periods indicated: Year Ended December 31, (U.S. dollars in thousands) 2023 2022 2021 Revenues $ 2,909 $ 2,863 $ 3,300 Cost of revenues $ (96 ) $ (98 ) $ (90 ) Gross profit $ 2,813 $ 2,765 $ 3,210 Revenues increased by $0.05 million or 2% to $2.9 million for the year ended December 31, 2023, from $2.86 million for the year ended December 31, 2022.
Year Ended December 31, (U.S. dollars in thousands) 2024 2023 2022 Revenues $ 3,064 $ 2,909 $ 2,863 Cost of revenues $ (240 ) $ (96 ) $ (98 ) Gross profit $ 2,824 $ 2,813 $ 2,765 Operating expenses: Research and development $ (2,893 ) $ (1,824 ) $ (2,063 ) Sales and marketing $ (678 ) $ (361 ) $ (905 ) General and administrative $ (2,468 ) $ (1,506 ) $ (828 ) Operating loss $ (3,215 ) $ (878 ) $ (1,031 ) Financing income (expenses), net $ (92 ) $ 222 $ (165 ) Tax on income $ (46 ) $ (39 ) $ (52 ) Net loss $ (3,353 ) $ (695 ) $ (1,248 ) Revenues, Cost of Revenues and Gross Profit The following table presents our revenue, cost of revenues and gross profit for the periods indicated: Year Ended December 31, (U.S. dollars in thousands) 2024 2023 2022 Revenues $ 3,064 $ 2,909 $ 2,863 Cost of revenues $ (240 ) $ (96 ) $ (98 ) Gross profit $ 2,824 $ 2,813 $ 2,765 Revenues increased by $0.15 million or 5% to $3.06 million for the year ended December 31, 2024, from 2.9 million for the year ended December 31, 2023.
General and Administrative Year Ended December 31, (U.S. dollars in thousands) 2023 2022 2021 Salary and related expenses $ (377 ) $ (346 ) $ (297 ) Professional fees and consulting $ (1,069 ) $ (504 ) $ (509 ) Overhead allocated $ 137 $ 153 $ 140 Travel, office and other expenses $ (197 ) $ (131 ) $ (107 ) Total general and administrative expenses $ (1,506 ) $ (828 ) $ (773 ) General and administrative expenses increased by $0.7 million, or 82% to $1.5 million for the year ended December 31, 2023, from $0.83 million in 2022.
General and Administrative Year Ended December 31, (U.S. dollars in thousands) 2024 2023 2022 Salary and related expenses $ (788 ) $ (377 ) $ (346 ) Professional fees and consulting $ (1,454 ) $ (1,069 ) $ (504 ) Overhead allocated $ 222 $ 137 $ 153 Travel, office and other expenses $ (448 ) $ (197 ) $ (131 ) Total general and administrative expenses $ (2,468 ) $ (1,506 ) $ (828 ) General and administrative expenses increased by $0.96 million, or 64% to $2.4 million for the year ended December 31, 2024, from $1.5 million in 2023.
Using the Beamr Cloud SaaS 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. Our Cloud Video SaaS is currently operating over and integrated with AWS with plans to extend our services to other cloud platforms, and is powered by NVIDIA GPUs.
Using the Beamr Cloud SaaS 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. Our Beamr Cloud SaaS solution was initially operating over and integrated with AWS.
Taxes on Income Year Ended December 31, (U.S. dollars in thousands) 2023 2022 2021 Taxes on income $ (39 ) (52 ) $ (52 ) Taxes on income decreased by $0.01 million, or 26% to 0.04 million for the year ended December 31, 2023, from $0.05 million in 2022. The decrease was primarily due to tax provision adjustments.
Taxes on Income Year Ended December 31, (U.S. dollars in thousands) 2024 2023 2022 Taxes on income $ (46 ) (39 ) $ (52 ) Taxes on income increased by $0.007 million, or 17% to $0.046 million for the year ended December 31, 2024, from $0.04 million in 2023. The increase was primarily due to tax provision adjustments.
(2) External director (as defined under the Companies Law) Sharon Carmel, Chief Executive Officer, Director Sharon Carmel, 53, serves as our Chief Executive Officer and as the Chairman of the board of directors since he founded our company in October 2009. Prior to founding Beamr, Mr. Carmel is a serial entrepreneur with a proven track record in the software space.
(2) External director (as defined under the Companies Law) Sharon Carmel, Chief Executive Officer, Chairman , Class I Director Sharon Carmel, 54, serves as our Chief Executive Officer and as the Chairman of the board of directors since he founded our company in October 2009. Prior to founding Beamr, Mr.
The decrease was primarily due to income from the change in fair value of convertible advanced investment, decrease in amortization of discount and accrued interest and interest on bank deposits, offset by the change in fair value of derivative warrant liability and change in exchange rate differences. 66 Financing expenses, net decreased by $0.3 million, or 65%, to $0.17 million for the year ended December 31, 2022, from $0.47 million in 2021.
The decrease was primarily due to change in fair value of derivative warrant liability and a decrease in amortization of discount offset by interest income on bank deposits. Financing expenses, net decreased by $0.4 million, or 230% to $(0.2) million for the year ended December 31, 2023, from $0.17 million in 2022.
Name Age Position Sharon Carmel 53 Chief Executive Officer and Chairman Danny Sandler 38 Chief Financial Officer Tamar Shoham 49 Chief Technology Officer Michael Ozeryansky 52 V.P. of Research and Development Dani Megrelishvili 48 Chief Product Officer Tal Barnoach (1) 60 Director Lluis Pedragosa (1) 45 Director Yair Shoham (1)(2) 70 Director Osnat Michaeli (1)(2) 55 Director (1) Independent director (as defined under Nasdaq Stock Market Listing Rules).
Name Age Position Sharon Carmel 54 Chief Executive Officer, Chairman , Class I Director Danny Sandler 39 Chief Financial Officer Tamar Shoham 50 Chief Technology Officer Dani Megrelishvili 49 Chief Product Officer Haggai Barel 53 Chief Operations Officer Michael Ozeryansky 54 V.P. of Research and Development Tal Barnoach (1) 61 Class II Director Lluis Pedragosa (1) 46 Class III Director Yair Shoham (1)(2) 71 Director Osnat Michaeli (1)(2) 56 Director (1) Independent director (as defined under Nasdaq Stock Market Listing Rules).
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.
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. 67 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.
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).
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). 66 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.
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). 62 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.
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).
On February 13, 2024, the over-allotment option for 257,100 ordinary shares was fully exercised by the underwriter for additional gross proceeds of approximately $1.8 million prior to deducting underwriting discounts and other offering expenses. 69 Cash Flows The following table summarizes our cash flows for the periods presented: Year Ended December 31, (U.S. dollars in thousands) 2023 2022 2021 Net cash provided by (used in) operating activities $ (659 ) $ (645 ) $ 569 Net cash used in investing activities $ (193 ) $ (2 ) $ (4 ) Net cash provided by (used in) financing activities $ 6,275 $ 312 $ (141 ) Change in cash, cash equivalents $ 5,423 $ (335 ) $ 424 Cash, cash equivalents at beginning of period $ 693 $ 1,028 $ 604 Cash, cash equivalents at end of period $ 6,116 $ 693 $ 1,028 Net cash used in operating activities For the year ended December 31, 2023, net cash used in operating activities was mainly due to a net loss of $0.7 million, change in the fair value of convertible advanced instruments of $0.27 million and change in other working capital items as shown in the consolidated statements of cash flows of the annual financial statements, offset by $0.36 million of share-based compensation, change in the fair value of derivative warrant liability of $0.1 million.
Cash Flows The following table summarizes our cash flows for the periods presented: Year Ended December 31, (U.S. dollars in thousands) 2024 2023 2022 Net cash provided by (used in) operating activities $ (1,886 ) $ (659 ) $ (645 ) Net cash used in investing activities $ (330 ) $ (193 ) $ (2 ) Net cash provided by (used in) financing activities $ 12,583 $ 6,275 $ 312 Change in cash, cash equivalents $ 10,367 $ 5,423 $ (335 ) Cash, cash equivalents at beginning of period $ 6,116 $ 693 $ 1,028 Cash, cash equivalents at end of period $ 16,483 $ 6,116 $ 693 Net cash used in operating activities For the year ended December 31, 2024, net cash used in operating activities was mainly due to a net loss of $3.3 million, offset by share-based compensation of $0.41 million, change in the fair value of derivative warrant liability of $0.57 million and change of $0.47 million in other working capital items as shown in the consolidated statements of cash flows of the annual financial statements For the year ended December 31, 2023, net cash used in operating activities was mainly due to a net loss of $0.7 million, change in the fair value of convertible advanced instruments of $0.27 million and change in other working capital items as shown in the consolidated statements of cash flows of the annual financial statements, offset by $0.36 million of share-based compensation, change in the fair value of derivative warrant liability of $0.1 million.
Pedragosa serves as a board member in Screenz, and as a board observer in Overwolf Ltd. Mr. Pedragosa holds a Master’s degree in Business Administration from The Wharton School of the University of Pennsylvania, a Master’s degree in International Studies from the University of Pennsylvania, and a Bachelor’s of science in Business Administration from ESADE Business School.
Pedragosa holds a Master’s degree in Business Administration from The Wharton School of the University of Pennsylvania, a Master’s degree in International Studies from the University of Pennsylvania, and a Bachelor’s of science in Business Administration from ESADE Business School. 76 Yair Shoham, Director Yair Shoham , 71, serves as a board member in our company since March 2023. Mr.
Yair Shoham, Director Yair Shoham , 70, serves as a board member in our company since March 2023. Mr. Shoham brings more than two decades of global experience in venture capital and is a serial entrepreneur with a track record in the software and hardware spaces. Prior to joining us, between 2018 and December 2021, Mr.
Shoham brings more than two decades of global experience in venture capital and is a serial entrepreneur with a track record in the software and hardware spaces. Prior to joining us, between 2018 and December 2021, Mr. Shoham served as Managing Director and Israel Country Manager at Intel Capital, the venture arm of Intel Corporation.
Shoham served as Managing Director and Israel Country Manager at Intel Capital, the venture arm of Intel Corporation. Prior to this role, between July 2012 and 2018, he served as Investment Director at Intel Capital. Prior to that, between 1999 and 2012, Mr. Shoham served as General Partner at Genesis Partners, a leading early stage Israel-based venture capital firm.
Prior to this role, between July 2012 and 2018, he served as Investment Director at Intel Capital. Prior to that, between 1999 and 2012, Mr. Shoham served as General Partner at Genesis Partners, a leading early stage Israel-based venture capital firm. During his career, Mr. Shoham has founded and led several companies such as VDOnet Corp.
All of these agreements contain customary provisions regarding noncompetition, confidentiality of information and assignment of inventions. However, the enforceability of the noncompetition provisions may be limited under applicable law.
Employment Agreements with Executive Officers We have entered into written employment or consulting agreements with each of our executive officers. All of these agreements contain customary provisions regarding noncompetition, confidentiality of information and assignment of inventions. However, the enforceability of the noncompetition provisions may be limited under applicable law.
Ozeryansky served as the Head of Engineering at Sense Education. Mr. Ozeryansky holds a Master’s degree in Management of Technological Companies from The Israeli College of Management and a Bachelor’s degree in Mathematics and Computer Sciences from Bar-Ilan University. Dani Megrelishvili, Chief Product Officer Dani Megrelishvili , 48, serves as our Chief Product Officer since December 2022. Mr.
Ozeryansky served as the Head of Engineering at Sense Education. Mr. Ozeryansky holds a Master’s degree in Management of Technological Companies from The Israeli College of Management and a Bachelor’s degree in Mathematics and Computer Sciences from Bar-Ilan University. Tal Barnoach, Class II Director Tal Barnoach , 61, serves as a board member in our company since January 2014. Mr.
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.
Additional expenses include marketing program costs, amortization of acquired customer relationships and trade names 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.
As of December 31, 2023, options to purchase 583,074 ordinary shares granted to our officers and directors were outstanding under our share option plan at a weighted average exercise price of $1.88 per share.
As of December 31, 2024, options to purchase 927,574 ordinary shares granted to our officers and directors were outstanding under our share option plan at a weighted average exercise price of $2.95 per share, of which 389,913 options were vested as of such date.
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A. Directors and Senior Management The following table sets forth certain information relating to our directors and senior management as of March 1, 2024. Unless otherwise stated, the address for our directors and senior management is at the Company’s registered address c/o 10 HaManofim Street, Herzeliya, 4672561, Israel.
Unless otherwise stated, the address for our directors and senior management is at the Company’s registered address c/o 10 HaManofim Street, Herzeliya, 4672561, Israel.
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.
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.
Name and Principal Position Salary (1) Bonus (2) Equity-Based Compensation (3) Other Compensation Total (USD in thousands) Sharon Carmel, CEO 146 — — — 146 Danny Sandler, CFO 151 20 36 — 207 Eliezer Lubitch, US President (4) 69 — 14 — 83 Tamar Shoham, CTO 157 — 19 — 176 Dani Megrelishvili, CPO 152 — 146 — 298 (1) Salary includes the officer’s gross salary plus payment by us of social benefits on behalf of the officer.
Name and Principal Position Salary (1) Bonus (2) Equity-Based Compensation (3) Other Compensation Total (USD in thousands) Sharon Carmel, CEO (4) 188 24 — — 212 Danny Sandler, CFO 164 22 34 — 220 Dani Megrelishvili, CPO 180 22 146 — 348 Tamar Shoham, CTO 188 22 14 — 224 Michael Ozeryansky, VP R&D 173 24 11 — 208 (1) Salary includes the officer’s gross salary plus payment by us of social benefits on behalf of the officer.
The increase was primarily due to professional fees related to legal, accounting, investor relations as well as insurance coverage resulting from the completion of our initial public offering in March 2023. General and administrative expenses increased by $0.05 million, or 7%, to $0.83 million for the year ended December 31, 2022, from $0.78 million in 2021.
The increase was primarily due to professional fees related to legal, accounting, investor relations as well as insurance coverage resulting from the completion of our initial public offering in March 2023.
The decrease was primarily due to a decrease in the change of fair value of convertible advanced investment, a decrease in exchange rate differences and a decrease in modification of terms relating to straight loan offset by an increase in amortization of discount and accrued interest and discount expense relating to liability to controlling shareholder.
The decrease was primarily due to income from the change in fair value of convertible advanced investment, decrease in amortization of discount and accrued interest and interest on bank deposits, offset by the change in fair value of derivative warrant liability and change in exchange rate differences.
The decrease was primarily due to a decrease in salaries and professional fees. Selling and marketing expenses decreased by $0.05 million, or 6%, to $0.9 million for the year ended December 31, 2022, from $0.95 million in 2021. The decrease was primarily due to a decrease in depreciation and amortization of intangible assets (i.e., customer relationships).
The increase was primarily due to an increase in personnel and an increase in conference costs. Selling and marketing expenses decreased by $0.54 million, or 60% to $0.36 million for the year ended December 31, 2023, from $0.9 million in 2022. The decrease was primarily due to a decrease in salaries and professional fees.
Without derogating from the foregoing estimate regarding our existing capital resources (including those raised from the aforesaid public offering completed in February 2024) and cash flows from operations, we may decide to raise further funds in the future through additional public or private offerings.
Without derogating from the foregoing estimate regarding our existing capital resources and cash flows from operations, we may decide to raise further funds in the future through additional public or private offerings. 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.
General Manager. 74 For so long as we are a foreign private issuer, we will not be required to comply with the proxy rules applicable to U.S. domestic companies regarding disclosure of the compensation of certain executive officers on an individual basis.
Carmel for his duties as our Chief Executive Officer, following which his salary was increased by NIS 20 thousand, subject the approval of our shareholders at a general meeting of the shareholders, which was approved on August 5, 2024. 77 For so long as we qualify as a foreign private issuer, we will not be required to comply with the proxy rules applicable to U.S. domestic companies regarding disclosure of the compensation of certain executive officers on an individual basis.
There was a slight increase in salaries, professional fees and overhead expenses offset by a decrease in depreciation and amortization expenses related mainly to technology. 65 Selling and Marketing Expenses Year Ended December 31, (U.S. dollars in thousands) 2023 2022 2021 Salary and related expenses $ (176 ) $ (564 ) $ (560 ) Professional fees and platform commissions $ (93 ) $ (236 ) $ (241 ) Depreciation and amortization $ (21 ) $ (22 ) $ (81 ) Marketing conferences and trade shows $ (13 ) $ (3 ) $ (1 ) Travel and overhead expenses $ (58 ) $ (80 ) $ (76 ) Total selling and marketing expenses $ (361 ) $ (905 ) $ (959 ) Selling and marketing expenses decreased by $0.54 million, or 60% to $0.36 million for the year ended December 31, 2023, from $0.9 million in 2022.
The decrease was primarily due to a decrease of $0.3 million in salaries due to changes in personnel and capitalization of costs consisting mainly of direct labor (including stock-based compensation expenses) associated with creating the internally developed software related to our cloud-based SaaS solution offset by an increase of $0.1 million in professional fees. 69 Selling and Marketing Expenses Year Ended December 31, (U.S. dollars in thousands) 2024 2023 2022 Salary and related expenses $ (278 ) $ (176 ) $ (564 ) Professional fees and platform commissions $ (153 ) $ (93 ) $ (236 ) Depreciation and amortization $ (21 ) $ (21 ) $ (22 ) Marketing conferences and trade shows $ (121 ) $ (13 ) $ (3 ) Travel and overhead expenses $ (105 ) $ (58 ) $ (80 ) Total selling and marketing expenses $ (678 ) $ (361 ) $ (905 ) Selling and marketing expenses increased by $0.31 million, or 88% to $0.67 million for the year ended December 31, 2024, from $0.36 million in 2023.
We have managed to complete certain features, such as codec modernization and resize transformations, and we plan to offer additional capabilities, such as AI-specific workflows that are optimized for ML and AI, in an effort to position ourselves to be at the forefront of innovation in the video processing landscape for different AI purposes. 60 Until recently, our current product line was 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.
We have managed to complete certain features, such as codec modernization and resize transformations, and we plan to offer additional capabilities, such as AI-specific workflows that are optimized for ML and AI, in an effort to position ourselves to be at the forefront of innovation in the video processing landscape for different AI purposes.
Our actual results could differ materially from those discussed in these forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section titled “Item 3.D.—Risk Factors” and elsewhere in this Annual Report in Form 20-F.
Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section titled “Item 3.D.—Risk Factors” and elsewhere in this Annual Report in Form 20-F. 64 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.
Taxes on income expenses did not change for the year ended December 31, 2022, compared to 2021. Recent Accounting Pronouncements Certain recently issued accounting pronouncements are discussed in Note 2, Significant Accounting Policies, to the consolidated financial statements included in “Item 18. Financial Statements” of this Annual Report.
Taxes on income decreased by $0.01 million, or 26% to 0.04 million for the year ended December 31, 2023, from $0.05 million in 2022. The decrease was primarily due to tax provision adjustments. Recent Accounting Pronouncements Certain recently issued accounting pronouncements are discussed in Note 2, Significant Accounting Policies, to the consolidated financial statements included in “Item 18.
Other Income In 2021, other income consisted primarily of loans forgiveness as it were utilized for qualifying expenses under the Coronavirus Aid, Relief, and Economic Security Act Financing Income (Expenses), Net Financing income (expenses), net consists of amortization of discounts and interest expense on our indebtedness, changes in the fair value of certain warrants and convertible advanced investments, interest income on bank deposits and foreign exchange gains and losses.
Financing Income (Expenses), Net Financing income (expenses), net consists of amortization of discounts and interest expense on our indebtedness, changes in the fair value of certain warrants and convertible advanced investments, interest income on bank deposits and foreign exchange gains and losses. Taxes on Income We are subject to taxes in jurisdictions or countries in which we conduct business.
As such, our product and business development activities remain on track. However, the intensity and duration of Israel’s current war against Hamas is difficult to predict at this stage, as are such war’s economic implications on our business and operations and on Israel’s economy in general.
The intensity and duration of the security situation in Israel is difficult to predict at this stage, as are such war’s economic implications on our business and operations and on Israel’s economy in general. If the ceasefires declared collapse or a new war commences or hostilities expand to other fronts, our operations may be adversely affected.
Research and Development, Patents and Licenses See above, under Item 5 – “Research and Development Expenses.” D. Trend Information Other than as disclosed in “ Item 5.
Contractual Obligations and Commitments As of December 31, 2024, we did not have any material contractual obligation and commitments, except for lease agreements with respect to offices. C. Research and Development, Patents and Licenses See above, under Item 5 – “Research and Development Expenses.” D. Trend Information Other than as disclosed in “ Item 5.
Shoham holds a Master’s degree in Electrical Engineering from the Technion Institute of Technology and a Bachelor’s degree in Electrical Engineering from Tel Aviv University. 72 Michael Ozeryansky, V.P. of Research and Development Michael Ozeryansky, 52, serves as our Vice President of Research and Development since August 2023. Mr.
Shoham holds a Master’s degree in Electrical Engineering from the Technion Institute of Technology and a Bachelor’s degree in Electrical Engineering from Tel Aviv University. 75 Dani Megrelishvili, Chief Product Officer Dani Megrelishvili , 49, serves as our Chief Product Officer since December 2022. During his previous tenure with us, Mr.
For a discussion of the assumptions used in reaching this valuation, see Note 12 to our financial statements included in this Annual Report. (4) Eliezer Lubitch ceased being one of our executive officers on July 31, 2023, but has remained employed by us as U.S.
For a discussion of the assumptions used in reaching this valuation, see Note 12 to our financial statements included in this Annual Report. (4) On May 22, 2024, our compensation committee approved adjustments of the compensation terms of Mr.
Research and development expenses did not change materially for the year ended December 31, 2022, compared to 2021.
Research and development expenses decreased by $0.2 million, or 12%, to $1.8 million for the year ended December 31, 2023, from $2 million for the year ended December 31, 2022.
See Note 2 to the audited consolidated financial statements for the year ended December 31, 2023 for additional information regarding these and our other significant accounting policies. Internal Control Over Financial Reporting Prior to our initial public offering, we were a private company with limited accounting and financial reporting personnel and other resources to address our internal controls and procedures.
See Note 2 to the audited consolidated financial statements for the year ended December 31, 2024 for additional information regarding these and our other significant accounting policies. 74 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A. Directors and Senior Management The following table sets forth certain information relating to our directors and senior management as of March 3, 2025.
Net cash used in financing activities of $0.1 million for the year ended December 31, 2021 was related to repayment of a straight loan and facility fees of $0.5 million and deferred offering costs of $0.2 million and offset by proceeds received from a paycheck protection program note of $0.05 million and proceeds received from issuance of convertible advanced investments of $0.6 million. 70 C.
Financing Activities Net cash provided by financing activities of $12.58 million for the year ended December 31, 2024, was due to net proceeds received upon completion of public offering in the amount of $12.2 million and proceeds received from exercise of options of $0.8 million offset by $0.5 million repayments of principal relating to loans from commercial bank and controlling shareholder.
The decrease was primarily due to a decrease of $0.3 million in salaries due to changes in personnel and capitalization of costs consisting mainly of direct labor (including stock-based compensation expenses) associated with creating the internally developed software related to our cloud-based SaaS solution offset by an increase of $0.1 million in professional fees.
The increase was primarily due to an increase of $0.4 million in salaries due to increased personnel and an increase of 0.48 million in professional fees due to additional sub-contractors and cloud costs.
Removed
Our operations have not been adversely affected by this situation, and we have not experienced disruptions to our business operations. None of our full-time or part-time employees in Israel were called up for reserve service; however, one of our part-time employees in Israel volunteered for military service, but has since returned to employment.
Added
Our actual results could differ materially from those discussed in these forward looking statements.
Removed
If the war extends for a long period of time or expands to other fronts, such as Lebanon, Syria and the West Bank, our operations may be adversely affected. We are closely monitoring the developments of this war.
Added
In February 2025, Beamr Cloud also joined the AWS ISV Accelerate program, a global co-sell initiative for AWS partners, while demonstrating strong alignment with AWS’s go-to-market strategies and initiatives.
Removed
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.

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Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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According to regulations promulgated under the Companies law, at least one of the external directors is required to have “financial and accounting expertise,” unless another member of the audit committee, who is an independent director under the Nasdaq Stock Market rules, has “financial and accounting expertise,” and the other external director or directors are required to have “professional expertise.” An external director may not be appointed to an additional term unless: (1) such director has “accounting and financial expertise;” or (2) he or she has “professional expertise,” and on the date of appointment for another term there is another external director who has “accounting and financial expertise” and the number of “accounting and financial experts” on the board of directors is at least equal to the minimum number determined appropriate by the board of directors. 78 The regulations promulgated under the Companies Law define an external director with requisite professional qualifications as a director who satisfies one of the following requirements: (1) the director holds an academic degree in either economics, business administration, accounting, law or public administration, (2) the director either holds an academic degree in any other field or has completed another form of higher education in the company’s primary field of business or in an area which is relevant to his or her office as an external director in the company, or (3) the director has at least five years of experience serving in any one of the following, or at least five years of cumulative experience serving in two or more of the following capacities: (a) a senior business management position in a company with a substantial scope of business, (b) a senior position in the company’s primary field of business or (c) a senior position in public administration.
According to regulations promulgated under the Companies law, at least one of the external directors is required to have “financial and accounting expertise,” unless another member of the audit committee, who is an independent director under the Nasdaq Stock Market rules, has “financial and accounting expertise,” and the other external director or directors are required to have “professional expertise.” An external director may not be appointed to an additional term unless: (1) such director has “accounting and financial expertise;” or (2) he or she has “professional expertise,” and on the date of appointment for another term there is another external director who has “accounting and financial expertise” and the number of “accounting and financial experts” on the board of directors is at least equal to the minimum number determined appropriate by the board of directors. 81 The regulations promulgated under the Companies Law define an external director with requisite professional qualifications as a director who satisfies one of the following requirements: (1) the director holds an academic degree in either economics, business administration, accounting, law or public administration, (2) the director either holds an academic degree in any other field or has completed another form of higher education in the company’s primary field of business or in an area which is relevant to his or her office as an external director in the company, or (3) the director has at least five years of experience serving in any one of the following, or at least five years of cumulative experience serving in two or more of the following capacities: (a) a senior business management position in a company with a substantial scope of business, (b) a senior position in the company’s primary field of business or (c) a senior position in public administration.
Our board of directors intends to adopt an audit committee charter to be effective upon the listing of our ordinary shares on the Nasdaq Capital Market setting forth, among others, the responsibilities of the audit committee consistent with the rules of the SEC and Nasdaq Listing Rules (in addition to the requirements for such committee under the Companies Law), including, among others, the following: ● oversight of our independent registered public accounting firm and recommending the engagement, compensation or termination of engagement of our independent registered public accounting firm to the board of directors in accordance with Israeli law; ● recommending the engagement or termination of the person filling the office of our internal auditor, reviewing the services provided by our internal auditor and reviewing effectiveness of our system of internal control over financial reporting; ● recommending the terms of audit and non-audit services provided by the independent registered public accounting firm for pre-approval by our board of directors; and ● reviewing and monitoring, if applicable, legal matters with significant impact, finding of regulatory authorities’ findings, receive reports regarding irregularities and legal compliance, acting according to “whistleblower policy” and recommend to our board of directors if so required. 81 Nasdaq Stock Market Requirements for Audit Committee Under the Nasdaq Stock Market rules, we are required to maintain an audit committee consisting of at least three members, all of whom are independent and are financially literate and one of whom has accounting or related financial management expertise.
Our board of directors intends to adopt an audit committee charter to be effective upon the listing of our ordinary shares on the Nasdaq Capital Market setting forth, among others, the responsibilities of the audit committee consistent with the rules of the SEC and Nasdaq Listing Rules (in addition to the requirements for such committee under the Companies Law), including, among others, the following: ● oversight of our independent registered public accounting firm and recommending the engagement, compensation or termination of engagement of our independent registered public accounting firm to the board of directors in accordance with Israeli law; ● recommending the engagement or termination of the person filling the office of our internal auditor, reviewing the services provided by our internal auditor and reviewing effectiveness of our system of internal control over financial reporting; ● recommending the terms of audit and non-audit services provided by the independent registered public accounting firm for pre-approval by our board of directors; and ● reviewing and monitoring, if applicable, legal matters with significant impact, finding of regulatory authorities’ findings, receive reports regarding irregularities and legal compliance, acting according to “whistleblower policy” and recommend to our board of directors if so required. 84 Nasdaq Stock Market Requirements for Audit Committee Under the Nasdaq Stock Market rules, we are required to maintain an audit committee consisting of at least three members, all of whom are independent and are financially literate and one of whom has accounting or related financial management expertise.
The compensation committee will be responsible for: (1) recommending the compensation policy to a company’s board of directors for its approval (and subsequent approval by the shareholders); and (2) duties related to the compensation policy and to the compensation of a company’s office holders, including: ● recommending whether a compensation policy should continue in effect, if the then-current policy has a term of greater than three years (approval of either a new compensation policy or the continuation of an existing compensation policy must in any case occur every three years); ● recommending to the board of directors periodic updates to the compensation policy; ● assessing implementation of the compensation policy; ● determining whether the terms of compensation of certain office holders of the company need not be brought to approval of the shareholders; and ● determining whether to approve the terms of compensation of office holders that require the committee’s approval. 83 Our compensation policy will be designed to promote our long-term goals, work plan and policy, retain, motivate and incentivize our directors and executive officers, while considering the risks that our activities involve, our size, the nature and scope of our activities and the contribution of an officer to the achievement of our goals and maximization of profits, and align the interests of our directors and executive officers with our long-term performance.
The compensation committee will be responsible for: (1) recommending the compensation policy to a company’s board of directors for its approval (and subsequent approval by the shareholders); and (2) duties related to the compensation policy and to the compensation of a company’s office holders, including: ● recommending whether a compensation policy should continue in effect, if the then-current policy has a term of greater than three years (approval of either a new compensation policy or the continuation of an existing compensation policy must in any case occur every three years); ● recommending to the board of directors periodic updates to the compensation policy; ● assessing implementation of the compensation policy; ● determining whether the terms of compensation of certain office holders of the company need not be brought to approval of the shareholders; and ● determining whether to approve the terms of compensation of office holders that require the committee’s approval. 86 Our compensation policy will be designed to promote our long-term goals, work plan and policy, retain, motivate and incentivize our directors and executive officers, while considering the risks that our activities involve, our size, the nature and scope of our activities and the contribution of an officer to the achievement of our goals and maximization of profits, and align the interests of our directors and executive officers with our long-term performance.
Approval of Related Party Transactions under Israeli Law General Under the Companies Law, we may approve an action by an office holder from which the office holder would otherwise have to refrain, as described above, if: ● the office holder acts in good faith and the act or its approval does not cause harm to the company; and ● the office holder disclosed the nature of his or her interest in the transaction (including any significant fact or document) to the company at a reasonable time before the company’s approval of such matter. 87 Disclosure of Personal Interests of an Office Holder The Companies Law requires that an office holder disclose to the company, promptly, and, in any event, not later than the board meeting at which the transaction is first discussed, any direct or indirect personal interest that he or she may have and all related material information known to him or her relating to any existing or proposed transaction by the company.
Approval of Related Party Transactions under Israeli Law General Under the Companies Law, we may approve an action by an office holder from which the office holder would otherwise have to refrain, as described above, if: ● the office holder acts in good faith and the act or its approval does not cause harm to the company; and ● the office holder disclosed the nature of his or her interest in the transaction (including any significant fact or document) to the company at a reasonable time before the company’s approval of such matter. 90 Disclosure of Personal Interests of an Office Holder The Companies Law requires that an office holder disclose to the company, promptly, and, in any event, not later than the board meeting at which the transaction is first discussed, any direct or indirect personal interest that he or she may have and all related material information known to him or her relating to any existing or proposed transaction by the company.
However, if the shareholders of the company do not approve a compensation arrangement with an executive officer that is inconsistent with the company’s stated compensation policy, the compensation committee and board of directors may override the shareholders’ decision if each of the compensation committee and the board of directors provide detailed reasons for their decision. Chief executive officer.
However, if the shareholders of the company do not approve a compensation arrangement with an executive officer that is inconsistent with the company’s stated compensation policy, the compensation committee and board of directors may override the shareholders’ decision if each of the compensation committee and the board of directors provide detailed reasons for their decision. 92 Chief executive officer.
Unless otherwise determined by the board of directors, options under the 2010 Plan may not, other than by will or laws of descent, be transferred by the grantee nor may of the rights arising under the options be subject to a mortgage, attachment or other willful encumbrance. Transactions .
Unless otherwise determined by the board of directors, options under the 2010 Plan may not, other than by will or laws of descent, be transferred by the grantee nor may of the rights arising under the options be subject to a mortgage, attachment or other willful encumbrance. 94 Transactions .
If there is no controlling shareholder or any shareholder holding 25% or more of voting rights in the company, a person may not be appointed as an external director if the person has any affiliation to the chairman of the board of directors, the chief executive officer (referred to in the Companies Law as a general manager), any shareholder holding 5% or more of the company’s shares or voting rights or the senior financial officer as of the date of the person’s appointment. 77 The term “controlling shareholder” means a shareholder with the ability to direct the activities of the company, other than by virtue of being an office holder.
If there is no controlling shareholder or any shareholder holding 25% or more of voting rights in the company, a person may not be appointed as an external director if the person has any affiliation to the chairman of the board of directors, the chief executive officer (referred to in the Companies Law as a general manager), any shareholder holding 5% or more of the company’s shares or voting rights or the senior financial officer as of the date of the person’s appointment. 80 The term “controlling shareholder” means a shareholder with the ability to direct the activities of the company, other than by virtue of being an office holder.
Item 6.E Directors, Senior Management and Employees—Share Ownership—Share Option Plans .” If the relationship between us and an executive officer or a director is terminated, except for cause (as defined in the various Option Plan agreements), options that are vested will generally remain exercisable for three (3) months following the date of such termination if we initiate such termination or two weeks following the date of such termination, if an executive officer or a director initiates such termination. 75 C.
Item 6.E Directors, Senior Management and Employees—Share Ownership—Share Option Plans .” If the relationship between us and an executive officer or a director is terminated, except for cause (as defined in the various Option Plan agreements), options that are vested will generally remain exercisable for three (3) months following the date of such termination if we initiate such termination or two weeks following the date of such termination, if an executive officer or a director initiates such termination. 78 C.
Our current compensation policy was approved at an extraordinary general meeting of our shareholders held in January 2023. 82 The compensation policy must serve as the basis for decisions concerning the financial terms of employment or engagement of executive officers and directors, including exculpation, insurance, indemnification or any monetary payment or obligation of payment in respect of employment or engagement.
Our current compensation policy was approved at an extraordinary general meeting of our shareholders held in January 2023. 85 The compensation policy must serve as the basis for decisions concerning the financial terms of employment or engagement of executive officers and directors, including exculpation, insurance, indemnification or any monetary payment or obligation of payment in respect of employment or engagement.
Our audit committee is comprised of Lluis Pedragosa, Yair Shoham and Osnat Michaeli. 80 Under the Companies Law, our audit committee is responsible for: (i) determining whether there are deficiencies in the business management practices of our company, and making recommendations to the board of directors to improve such practices; (ii) determining whether to approve certain related party transactions (including transactions in which an office holder has a personal interest and whether such transaction is extraordinary or material under Companies Law) and establishing the approval process for certain transactions with a controlling shareholder or in which a controlling shareholder has a personal interest (see “Item 6.C Directors, Senior Management and Employees—Board Practices—Approval of Related Party Transactions under Israeli Law”); (iii) determining the approval process for transactions that are “non-negligible” (i.e., transactions with a controlling shareholder that are classified by the audit committee as non-negligible, even though they are not deemed extraordinary transactions), as well as determining which types of transactions would require the approval of the audit committee, optionally based on criteria which may be determined annually in advance by the audit committee; (iv) examining our internal controls and internal auditor’s performance, including whether the internal auditor has sufficient resources and tools to dispose of its responsibilities; (v) examining the scope of our auditor’s work and compensation and submitting a recommendation with respect thereto to our board of directors or shareholders, depending on which of them is considering the appointment of our auditor; (vi) establishing procedures for the handling of employees’ complaints as to deficiencies in the management of our business and the protection to be provided to such employees; and (vii) where the board of directors approves the working plan of the internal auditor, examining such working plan before its submission to the board of directors and proposing amendments thereto.
Under the Companies Law, our audit committee is responsible for: (i) determining whether there are deficiencies in the business management practices of our company, and making recommendations to the board of directors to improve such practices; (ii) determining whether to approve certain related party transactions (including transactions in which an office holder has a personal interest and whether such transaction is extraordinary or material under Companies Law) and establishing the approval process for certain transactions with a controlling shareholder or in which a controlling shareholder has a personal interest (see “Item 6.C Directors, Senior Management and Employees—Board Practices—Approval of Related Party Transactions under Israeli Law”); (iii) determining the approval process for transactions that are “non-negligible” (i.e., transactions with a controlling shareholder that are classified by the audit committee as non-negligible, even though they are not deemed extraordinary transactions), as well as determining which types of transactions would require the approval of the audit committee, optionally based on criteria which may be determined annually in advance by the audit committee; (iv) examining our internal controls and internal auditor’s performance, including whether the internal auditor has sufficient resources and tools to dispose of its responsibilities; (v) examining the scope of our auditor’s work and compensation and submitting a recommendation with respect thereto to our board of directors or shareholders, depending on which of them is considering the appointment of our auditor; (vi) establishing procedures for the handling of employees’ complaints as to deficiencies in the management of our business and the protection to be provided to such employees; and (vii) where the board of directors approves the working plan of the internal auditor, examining such working plan before its submission to the board of directors and proposing amendments thereto.
These agreements also contain customary provisions regarding non-competition, non-solicitation, confidentiality of information and assignment of inventions. However, the enforceability of the non-competition provisions may be limited under applicable law. D. Employees. See “Item 4.B. Business Overview—Employees.” E. Share Ownership. See “Item 7.A.
These agreements also contain customary provisions regarding non-competition, non-solicitation, confidentiality of information and assignment of inventions. However, the enforceability of the non-competition provisions may be limited under applicable law. D. Employees. See “Item 4.B. Business Overview—Employees.” 93 E. Share Ownership. See “Item 7.A. Major Shareholders” below.
Major Shareholders” below. 90 Share Option Plans 2010 Option Plan In December 22, 2010, our board of directors adopted our 2010 Option Plan, or the 2010 Plan. We are no longer granting options under the 2010 Plan and currently grant options under the 2015 Plan (as defined below).
Share Option Plans 2010 Option Plan In December 22, 2010, our board of directors adopted our 2010 Option Plan, or the 2010 Plan. We are no longer granting options under the 2010 Plan and currently grant options under the 2015 Plan (as defined below).
There are currently 20,160 ordinary shares resulting from the exercise of certain options granted under the 2010 Plan which are held in trust in favor of the employees who exercised such options. We maintain the 2010 Plan in order to allow our employees to enjoy certain tax benefits under Israeli tax law.
There are currently 18,360 ordinary shares resulting from the exercise of certain options granted under the 2010 Plan which are held in trust in favor of the employees who exercised such options. We maintain the 2010 Plan in order to allow our employees to enjoy certain tax benefits under Israeli tax law.
In the event of a merger, consolidation or sale of all, or substantially all, of our assets or shares, any and all outstanding, unexercised options granted under the 2010 Plan, whether vested or unvested shall be cancelled for no consideration, unless determined otherwise by our board of directors in its sole and absolute discretion to cause or effect any actions such as (i) the assumption or exchange of the options for options or shares of a successor company; (ii) the exchange of options for monetary compensation; or (iii) the determination that all unvested options and unexercised vested options shall expire on the date of such transactions. 91 2015 Share Incentive Plan The 2015 Share Incentive Plan, or the 2015 Plan, was adopted by our board of directors on January 1, 2015.
In the event of a merger, consolidation or sale of all, or substantially all, of our assets or shares, any and all outstanding, unexercised options granted under the 2010 Plan, whether vested or unvested shall be cancelled for no consideration, unless determined otherwise by our board of directors in its sole and absolute discretion to cause or effect any actions such as (i) the assumption or exchange of the options for options or shares of a successor company; (ii) the exchange of options for monetary compensation; or (iii) the determination that all unvested options and unexercised vested options shall expire on the date of such transactions. 2015 Share Incentive Plan The 2015 Share Incentive Plan, or the 2015 Plan, was adopted by our board of directors on January 1, 2015 and its expiration was extended thereby until December 31, 2025.
Notwithstanding any of the foregoing, if a grantee’s employment or services with us or any of our affiliates is terminated for “cause” (as defined in the 2015 Plan), all outstanding awards held by such grantee (whether vested or unvested) will terminate on the date of such termination and the shares covered by such awards shall again be available for issuance under the 2015 Plan. 93 Transactions .
Any awards which are unvested as of the date of such termination or which are vested but not then exercised within the one-year period following such date, will terminate and the shares covered by such awards shall again be available for issuance under the 2015 Plan. 96 Notwithstanding any of the foregoing, if a grantee’s employment or services with us or any of our affiliates is terminated for “cause” (as defined in the 2015 Plan), all outstanding awards held by such grantee (whether vested or unvested) will terminate on the date of such termination and the shares covered by such awards shall again be available for issuance under the 2015 Plan.
The Companies Law also permits a company to undertake in advance to indemnify an office holder, provided that if such indemnification relates to financial liability imposed on him or her, as described above, then the undertaking should be limited and shall detail the following foreseen events and amount or criterion: ● to events that in the opinion of the board of directors can be foreseen based on the company’s activities at the time that the undertaking to indemnify is made; and ● in amount or criterion determined by the board of directors, at the time of the giving of such undertaking to indemnify, to be reasonable under the circumstances. 86 We intend to enter, into indemnification agreements with all of our directors and with all members of our senior management subject to the listing of our securities on the Nasdaq Capital Market.
The Companies Law also permits a company to undertake in advance to indemnify an office holder, provided that if such indemnification relates to financial liability imposed on him or her, as described above, then the undertaking should be limited and shall detail the following foreseen events and amount or criterion: ● to events that in the opinion of the board of directors can be foreseen based on the company’s activities at the time that the undertaking to indemnify is made; and 89 ● in amount or criterion determined by the board of directors, at the time of the giving of such undertaking to indemnify, to be reasonable under the circumstances.
The audit committee may not include the chairman of the board; a controlling shareholder of the company or a relative of a controlling shareholder; a director employed by or providing services on a regular basis to the company, to a controlling shareholder or to an entity controlled by a controlling shareholder; or a director who derives most of his or her income from a controlling shareholder.
The audit committee may not include the chairman of the board; a controlling shareholder of the company or a relative of a controlling shareholder; a director employed by or providing services on a regular basis to the company, to a controlling shareholder or to an entity controlled by a controlling shareholder; or a director who derives most of his or her income from a controlling shareholder. 83 Our audit committee is comprised of Lluis Pedragosa, Yair Shoham and Osnat Michaeli.
Of the 294,913 outstanding options as of March 1, 2024 under the 2010 Plan, all options were fully vested. Administration . Our board of directors, a duly authorized committee of our board of directors, or the administrator, administer the 2010 Plan.
Of the 120,260 outstanding options as of March 3, 2025 under the 2010 Plan, all options were fully vested. Administration . Our board of directors, a duly authorized committee of our board of directors, or the administrator, administer the 2010 Plan.
Under the Companies Law, our board of directors must determine the minimum number of directors who are required to have accounting and financial expertise. In determining the number of directors required to have such expertise, our board of directors must consider, among other things, the type and size of the company and the scope and complexity of its operations.
In determining the number of directors required to have such expertise, our board of directors must consider, among other things, the type and size of the company and the scope and complexity of its operations.
Additionally, the nominee must provide details of such skills, and demonstrate an absence of any limitation under the Companies Law that may prevent his or her election, and affirm that all of the required election-information is provided to us, pursuant to the Companies Law.
Additionally, the nominee must provide details of such skills, and demonstrate an absence of any limitation under the Companies Law that may prevent his or her election, and affirm that all of the required election-information is provided to us, pursuant to the Companies Law. 79 Under the Companies Law, our board of directors must determine the minimum number of directors who are required to have accounting and financial expertise.
Notwithstanding the foregoing, the administrator may upon such event amend, modify or terminate the terms of any award as it shall deem, in good faith, appropriate. F. Disclosure of a registrant’s action to recover erroneously awarded compensation. Not applicable.
Notwithstanding the foregoing, the administrator may upon such event amend, modify or terminate the terms of any award as it shall deem, in good faith, appropriate. F. Disclosure of a registrant’s action to recover erroneously awarded compensation. There was no erroneously awarded compensation that was required to be recovered pursuant to the Beamr Imaging Ltd.
Unless otherwise determined by the administrator and stated in the award agreement, and subject to the conditions of the 2015 Plan, awards for new employees vest and become exercisable under the following schedule: 25% of the shares covered by the award, on the first anniversary of the vesting commencement date determined by the administrator (and in the absence of such determination, the date on which such award was granted), and 6.25% of the shares covered by the award at the end of each subsequent three-month period thereafter over the course of the following three years; provided that the grantee remains continuously as an employee or provides services to us throughout such vesting dates. 92 Each award granted under the 2015 Plan will expire ten years from the date of the grant thereof, unless such shorter term of expiration is otherwise designated by the administrator.
Certain awards under the 2015 Plan may constitute or provide for a deferral of compensation, subject to Section 409A of the Code, which may impose additional requirements on the terms and conditions of such awards. 95 Unless otherwise determined by the administrator and stated in the award agreement, and subject to the conditions of the 2015 Plan, awards for new employees vest and become exercisable under the following schedule: 25% of the shares covered by the award, on the first anniversary of the vesting commencement date determined by the administrator (and in the absence of such determination, the date on which such award was granted), and 6.25% of the shares covered by the award at the end of each subsequent three-month period thereafter over the course of the following three years; provided that the grantee remains continuously as an employee or provides services to us throughout such vesting dates.
As of March 1, 2024, there are 423,934 ordinary shares reserved and available for issuance under the 2015 Plan.
As of March 3, 2025, there are 935,419 ordinary shares reserved and available for issuance under the 2015 Plan.
Insurance Under the Companies Law, a company may obtain insurance for any of its office holders against the following liabilities incurred due to acts he or she performed as an office holder, if and to the extent provided for in the company’s articles of association: ● breach of his or her duty of care to the company or to another person; 85 ● a breach of his or her duty of loyalty to the company, provided that the office holder acted in good faith and had reasonable cause to assume that his or her act would not prejudice the company’s interests; and ● a financial liability imposed upon him or her in favor of another person.
The duty of loyalty of an office holder requires an office holder to act in good faith and for the benefit of the company, and includes a duty to: ● refrain from any conflict of interest between the performance of his duties in the company and his performance of his other duties or personal affairs; ● refrain from any action that is competitive with the company’s business; ● refrain from exploiting any business opportunity of the company to receive a personal gain for himself or others; and ● disclose to the company any information or documents relating to the company’s affairs which the office holder has received due to his position as an office holder. 88 Insurance Under the Companies Law, a company may obtain insurance for any of its office holders against the following liabilities incurred due to acts he or she performed as an office holder, if and to the extent provided for in the company’s articles of association: ● breach of his or her duty of care to the company or to another person; ● a breach of his or her duty of loyalty to the company, provided that the office holder acted in good faith and had reasonable cause to assume that his or her act would not prejudice the company’s interests; and ● a financial liability imposed upon him or her in favor of another person.
Such determination of a company’s shareholders requires either: (1) the approval of at least a majority of the shares of those shareholders present and voting on the matter (other than controlling shareholders and those having a personal interest in the determination) (shares held by abstaining shareholders shall not be considered); or (2) that the total number of shares opposing such determination does not exceed 2% of the total voting power in the company. 76 The board of directors may, subject to the provisions of the Companies Law, delegate any or all of its powers to committees of the board, and it may, from time to time, revoke such delegation or alter the composition of any such committees, subject to certain limitations.
Such determination of a company’s shareholders requires either: (1) the approval of at least a majority of the shares of those shareholders present and voting on the matter (other than controlling shareholders and those having a personal interest in the determination) (shares held by abstaining shareholders shall not be considered); or (2) that the total number of shares opposing such determination does not exceed 2% of the total voting power in the company.
In addition, the compensation committee may exempt the engagement terms of a candidate to serve as the chief executive officer from shareholders’ approval, if the compensation committee determines that the compensation arrangement is consistent with the company’s stated compensation policy, that the chief executive officer did not have a prior business relationship with the company or a controlling shareholder of the company, and that subjecting the approval to a shareholder vote would impede the company’s ability to attain the candidate to serve as the company’s chief executive officer (and provide detailed reasons for the latter). 89 The approval of each of the compensation committee and the board of directors, with regard to the office holders and directors above, must be in accordance with the company’s stated compensation policy; however, under special circumstances, the compensation committee and the board of directors may approve compensation terms of a chief executive officer that are inconsistent with the company’s compensation policy provided that they have considered those provisions that must be included in the compensation policy according to the Companies Law and that shareholder approval was obtained by a special majority requirement.
In addition, the compensation committee may exempt the engagement terms of a candidate to serve as the chief executive officer from shareholders’ approval, if the compensation committee determines that the compensation arrangement is consistent with the company’s stated compensation policy, that the chief executive officer did not have a prior business relationship with the company or a controlling shareholder of the company, and that subjecting the approval to a shareholder vote would impede the company’s ability to attain the candidate to serve as the company’s chief executive officer (and provide detailed reasons for the latter).
As of July 31, 2023, Sapir Efrati from Deloitte & Co. Israel has been acting as our internal auditor. The role of the internal auditor is to examine, among other things, whether a company’s actions comply with the law and proper business procedure.
The role of the internal auditor is to examine, among other things, whether a company’s actions comply with the law and proper business procedure.
In addition, the shareholder approval must fulfill one of the following requirements: ● at least a majority of the shares held by shareholders who have no personal interest in the transaction and are voting at the meeting must be voted in favor of approving the transaction, excluding abstentions; or ● the shares voted by shareholders who have no personal interest in the transaction who vote against the transaction represent no more than 2% of the voting rights in the company. 88 In addition, any extraordinary transaction with a controlling shareholder or in which a controlling shareholder has a personal interest with a term of more than three years requires the abovementioned approval every three years; however, such transactions not involving the receipt of services or compensation can be approved for a longer term, provided that the audit committee determines that such longer term is reasonable under the circumstances.
In addition, any extraordinary transaction with a controlling shareholder or in which a controlling shareholder has a personal interest with a term of more than three years requires the abovementioned approval every three years; however, such transactions not involving the receipt of services or compensation can be approved for a longer term, provided that the audit committee determines that such longer term is reasonable under the circumstances.
The term “Related or Competing Shareholder” means a shareholder proposing the reappointment or a shareholder holding 5% or more of the outstanding shares or voting rights of the company, provided, that at the time of the reappointment, such shareholder, the controlling shareholder of such shareholder, or a company controlled by such shareholder, have a business relationship with the company or are competitors of the company; ● the external director proposed his or her own nomination, and such nomination was approved in accordance with the requirements described above; ● his or her service for each such additional term is recommended by the board of directors and is approved at a shareholders meeting by the same majority required for the initial election of an external director (as described above).
The term “Related or Competing Shareholder” means a shareholder proposing the reappointment or a shareholder holding 5% or more of the outstanding shares or voting rights of the company, provided, that at the time of the reappointment, such shareholder, the controlling shareholder of such shareholder, or a company controlled by such shareholder, have a business relationship with the company or are competitors of the company; ● the external director proposed his or her own nomination, and such nomination was approved in accordance with the requirements described above; ● his or her service for each such additional term is recommended by the board of directors and is approved at a shareholders meeting by the same majority required for the initial election of an external director (as described above). 82 The term of office for external directors for Israeli companies traded on certain foreign stock exchanges, including the Nasdaq Marketplace Rules, may be extended indefinitely in increments of additional three-year terms, in each case provided that the audit committee and the board of directors of the company confirm that, in light of the external director’s expertise and special contribution to the work of the board of directors and its committees, the reelection for such additional period(s) is beneficial to the company, and provided that the external director is reelected subject to the same shareholder vote requirements as if elected for the first time (as described above).
In addition, our compensation policy will contain compensation recovery provisions which allows us under certain conditions to recover bonuses paid in excess, will enable our Chief Executive Officer to approve an immaterial change in the terms of employment of an executive officer (provided that the changes of the terms of employment are in accordance our compensation policy) and will allow us to exculpate, indemnify and insure our executive officers and directors subject to certain limitations set forth thereto.
In addition, our compensation policy will contain compensation recovery provisions which allows us under certain conditions to recover bonuses paid in excess, will enable our Chief Executive Officer to approve an immaterial change in the terms of employment of an executive officer (provided that the changes of the terms of employment are in accordance our compensation policy) and will allow us to exculpate, indemnify and insure our executive officers and directors subject to certain limitations set forth thereto. 87 Our compensation policy will also provide for compensation to the members of our board of directors either: (i) in accordance with the amounts provided in the Companies Regulations (Rules Regarding the Compensation and Expenses of an External Director) of 2000, as amended by the Companies Regulations (Relief for Public Companies Traded in Stock Exchange Outside of Israel) of 2000, as such regulations may be amended from time to time; or (ii) in accordance with the amounts determined in our compensation policy.
Each director, except external directors that may be required to be appointed under the Companies Law under certain circumstances, will hold office pursuant to the Companies Law, until the next annual general meeting of our shareholders following his or her appointment, or until he or she resigns or unless he or she is removed by a majority vote of our shareholders at a general meeting of our shareholders or upon the occurrence of certain events, in accordance with the Companies Law and our amended and restated articles of association.
Each said director holds office until the third annual general meeting of our shareholders and until his or her successor is duly appointed, unless the tenure of such director expires earlier pursuant to the Companies Law and our amended and restated articles of association, or unless removed from office by a majority vote of our shareholders at a general meeting of our shareholders or upon the occurrence of certain events.
The term of office for external directors for Israeli companies traded on certain foreign stock exchanges, including the Nasdaq Marketplace Rules, may be extended indefinitely in increments of additional three-year terms, in each case provided that the audit committee and the board of directors of the company confirm that, in light of the external director’s expertise and special contribution to the work of the board of directors and its committees, the reelection for such additional period(s) is beneficial to the company, and provided that the external director is reelected subject to the same shareholder vote requirements as if elected for the first time (as described above). 79 External directors may be removed from office by a special general meeting of shareholders called by the board of directors, which approves such dismissal by the same shareholder vote percentage required for their election, after receiving the board of directors arguments for such removal, or by a court, in each case, only under limited circumstances, including ceasing to meet the statutory qualifications for appointment, or violating their duty of loyalty to the company.
External directors may be removed from office by a special general meeting of shareholders called by the board of directors, which approves such dismissal by the same shareholder vote percentage required for their election, after receiving the board of directors arguments for such removal, or by a court, in each case, only under limited circumstances, including ceasing to meet the statutory qualifications for appointment, or violating their duty of loyalty to the company.
DIVERSITY OF THE BOARD OF DIRECTORS Board Diversity Matrix (As of March 1, 2024) Country of Principal Executive Offices Israel Foreign Private Issuer Yes Disclosure Prohibited under Home Country Law No Total Number of Directors 5 Part I: Gender Identity Female Male Non- Binary Did Not Disclose Gender Directors 1 4 0 0 Part II: Demographic Background Underrepresented Individual in Home Country Jurisdiction 0 LGBTQ+ 0 Did Not Disclose Demographic Background 0 External Directors Under the Companies Law, companies incorporated under the laws of the State of Israel that are publicly traded, including Israeli companies with shares listed on the Nasdaq, are required to appoint at least two external directors who meet the qualification requirements set forth in the Companies Law.
External Directors Under the Companies Law, companies incorporated under the laws of the State of Israel that are publicly traded, including Israeli companies with shares listed on the Nasdaq, are required to appoint at least two external directors who meet the qualification requirements set forth in the Companies Law.
Removed
Our compensation policy will also provide for compensation to the members of our board of directors either: (i) in accordance with the amounts provided in the Companies Regulations (Rules Regarding the Compensation and Expenses of an External Director) of 2000, as amended by the Companies Regulations (Relief for Public Companies Traded in Stock Exchange Outside of Israel) of 2000, as such regulations may be amended from time to time; or (ii) in accordance with the amounts determined in our compensation policy. 84 Internal Auditor Under the Companies Law, the board of directors of an Israeli public company must appoint an internal auditor nominated by the audit committee.
Added
Under our amended and restated articles of association, as amended at our annual general meeting of shareholders held in August 2024, our directors (who shall be elected and serve in office in strict accordance with the provisions of the Companies Law, if so required by the Companies Law) are divided into three classes with staggered three-year terms.
Removed
The duty of loyalty of an office holder requires an office holder to act in good faith and for the benefit of the company, and includes a duty to: ● refrain from any conflict of interest between the performance of his duties in the company and his performance of his other duties or personal affairs; ● refrain from any action that is competitive with the company’s business; ● refrain from exploiting any business opportunity of the company to receive a personal gain for himself or others; and ● disclose to the company any information or documents relating to the company’s affairs which the office holder has received due to his position as an office holder.
Added
Each class of directors consists, as nearly as possible, of one-third of the total number of directors constituting the entire board of directors.
Removed
Certain awards under the 2015 Plan may constitute or provide for a deferral of compensation, subject to Section 409A of the Code, which may impose additional requirements on the terms and conditions of such awards.
Added
At each annual general meeting of our shareholders beginning in 2025, the election or re-election of directors following the expiration of the term of office of the directors of that class of directors will be for a term of office that expires on the third annual general meeting following such election or re-election.
Removed
Any awards which are unvested as of the date of such termination or which are vested but not then exercised within the one-year period following such date, will terminate and the shares covered by such awards shall again be available for issuance under the 2015 Plan.
Added
Our directors are divided among three classes as follows: ● the Class I director is Mr. Sharon Carmel, who will hold office until our annual general meeting of shareholders to be held in 2025; ● the Class II director is Mr.
Added
Tal Barnoach, who will hold office until our annual general meeting of shareholders to be held in 2026; and ● the Class II director is Mr. Lluis Pedragosa, who will hold office until our annual general meeting of shareholders to be held in 2027.
Added
The board of directors may, subject to the provisions of the Companies Law, delegate any or all of its powers to committees of the board, and it may, from time to time, revoke such delegation or alter the composition of any such committees, subject to certain limitations.
Added
Internal Auditor Under the Companies Law, the board of directors of an Israeli public company must appoint an internal auditor nominated by the audit committee. As of July 31, 2023, Sapir Efrati from Deloitte & Co. Israel has been acting as our internal auditor.
Added
We intend to enter, into indemnification agreements with all of our directors and with all members of our senior management subject to the listing of our securities on the Nasdaq Capital Market.
Added
In addition, the shareholder approval must fulfill one of the following requirements: ● at least a majority of the shares held by shareholders who have no personal interest in the transaction and are voting at the meeting must be voted in favor of approving the transaction, excluding abstentions; or 91 ● the shares voted by shareholders who have no personal interest in the transaction who vote against the transaction represent no more than 2% of the voting rights in the company.
Added
The approval of each of the compensation committee and the board of directors, with regard to the office holders and directors above, must be in accordance with the company’s stated compensation policy; however, under special circumstances, the compensation committee and the board of directors may approve compensation terms of a chief executive officer that are inconsistent with the company’s compensation policy provided that they have considered those provisions that must be included in the compensation policy according to the Companies Law and that shareholder approval was obtained by a special majority requirement.
Added
Each award granted under the 2015 Plan will expire ten years from the date of the grant thereof, unless such shorter term of expiration is otherwise designated by the administrator.
Added
Executive Officer Clawback Policy during the fiscal year ended December 31, 2024.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

17 edited+3 added−5 removed14 unchanged
A description of any material relationship that our principal shareholders have had with us or any of our predecessors or affiliates within the past three years is included under “Item 7.A Major Shareholders and Related Party Transactions—Certain Relationships and Related Party Transactions.” 94 Unless otherwise noted below, the address of each shareholder, director and executive officer is c/o Beamr Imaging Ltd., 10 HaManofim Street Herzeliya, 43305, Israel.
A description of any material relationship that our principal shareholders have had with us or any of our predecessors or affiliates within the past three years is included under “Item 7.A Major Shareholders and Related Party Transactions—Certain Relationships and Related Party Transactions.” Unless otherwise noted below, the address of each shareholder, director and executive officer is c/o Beamr Imaging Ltd., 10 HaManofim Street Herzeliya, 43305, Israel.
Related Party Transactions The following is a description of the material terms of those transactions with related parties to which we, or our subsidiaries, are party since January 1, 2021.
Related Party Transactions The following is a description of the material terms of those transactions with related parties to which we, or our subsidiaries, are party since January 1, 2024.
For purposes of the table below, we deem ordinary shares issuable pursuant to options that are currently exercisable or exercisable within 60 days from March 1, 2024 to be outstanding and to be beneficially owned by the person holding the options for the purposes of computing the percentage ownership of that person, but we do not treat them as outstanding for the purpose of computing the percentage ownership of any other person.
For purposes of the table below, we deem ordinary shares issuable pursuant to options that are currently exercisable or exercisable within 60 days from March 3, 2025 to be outstanding and to be beneficially owned by the person holding the options for the purposes of computing the percentage ownership of that person, but we do not treat them as outstanding for the purpose of computing the percentage ownership of any other person.
Major Shareholders The following table sets forth information with respect to the beneficial ownership of our ordinary shares as of March 1, 2024 by: ● each of our directors and senior management; ● all of our directors and senior management as a group; and ● each person (or group of affiliated persons) known by us to be the beneficial owner of 5% or more of the outstanding ordinary shares.
Major Shareholders The following table sets forth information with respect to the beneficial ownership of our ordinary shares as of March 3, 2025 by: ● each of our directors and senior management; ● all of our directors and senior management as a group; and ● each person (or group of affiliated persons) known by us to be the beneficial owner of 5% or more of the outstanding ordinary shares.
Any unpaid on-going fee payments would be added to the Current Liability. Following the completion of our initial public offering, which closed in March 2023, the Current Liability was equal to $462,000 which is being paid in 18 equal installments (without an interest) that commenced in March 2023.
Any unpaid on-going fee payments would be added to the Current Liability. Following the completion of our initial public offering, which closed in March 2023, the Current Liability was equal to $462,000 was paid in 18 equal installments (without an interest) that commenced in March 2023. As of December 31, 2024, the Current Liability was repaid in full.
Disruptive Technology Ltd is the general partner of Disruptive Technologies L.P & Disruptive Technologies III L.P, Tal Barnoach and Adam Rothstein holds the GP and therefore they are deemed to have voting and dispositive power concerning the shares.
(1) Consists of 976,320 ordinary shares held by Disruptive Technologies III L.P. Disruptive Technology Ltd is the general partner of Disruptive Technologies L.P & Disruptive Technologies III L.P, Tal Barnoach and Adam Rothstein holds the GP and therefore they are deemed to have voting and dispositive power concerning the shares.
Does not include 9,375 ordinary shares issuable upon exercise of outstanding options that are not exercisable within 60 days of March 1, 2024. (5) Consists of 12,000 ordinary shares, and (ii) 76,647 options to purchase ordinary shares that are currently exercisable or will be exercisable within 60 days from March 1, 2024.
Does not include 2,500 ordinary shares issuable upon exercise of outstanding options that are not exercisable within 60 days of March 3, 2025. (5) Consists of 12,000 ordinary shares, and (ii) 137,967 options to purchase ordinary shares that are currently exercisable or will be exercisable within 60 days from March 3, 2025.
Does not include 30,750 ordinary shares issuable upon exercise of outstanding options that are not exercisable within 60 days of March 1, 2024. 95 (4) Consists of 101,425 options to purchase ordinary shares that are currently exercisable or will be exercisable within 60 days from March 1, 2024.
Does not include 42,750 ordinary shares issuable upon exercise of outstanding options that are not exercisable within 60 days of March 3, 2025. (4) Consists of 105,800 options to purchase ordinary shares that are currently exercisable or will be exercisable within 60 days from March 3, 2025.
Does not include 168,627 ordinary shares issuable upon exercise of outstanding options that are not exercisable within 60 days of March 1, 2024. (6) Consists of (i) 63,121 ordinary shares and (ii) options to purchase 54,864 ordinary shares that are currently exercisable or will be exercisable within 60 days from March 1, 2024.
(8) Consists of (i) 63,121 ordinary shares and (ii) options to purchase 61725 ordinary shares that are currently exercisable or will be exercisable within 60 days from March 3, 2025. Does not include 5,272 ordinary shares issuable upon exercise of outstanding options that are not exercisable within 60 days of March 3, 2025.
We describe our option plans under “Management—Share Option Plans.” If the relationship between us and an executive officer or a director is terminated, except for cause (as defined in the various Option Plan agreements), options that are vested will generally remain exercisable for three (3) months following the date of such termination if we initiate such termination or two weeks following the date of such termination, if an executive officer or a director initiates such termination. 97 Indemnification Agreements Our amended and restated articles of association permits us to exculpate, indemnify and insure each of our directors and office holders to the fullest extent permitted by the Israeli Companies Law.
We describe our option plans under “Management—Share Option Plans.” If the relationship between us and an executive officer or a director is terminated, except for cause (as defined in the various Option Plan agreements), options that are vested will generally remain exercisable for three (3) months following the date of such termination if we initiate such termination or two weeks following the date of such termination, if an executive officer or a director initiates such termination.
(7) Consists of 6,864 options to purchase ordinary shares that are currently exercisable or will be exercisable within 60 days from March 1, 2024. Does not include 12,136 ordinary shares issuable upon exercise of outstanding options that are not exercisable within 60 days of March 1, 2024.
(7) Consists of 18,750 options to purchase ordinary shares that are currently exercisable or will be exercisable within 60 days from March 3, 2025. Does not include 31,250 ordinary shares issuable upon exercise of outstanding options that are not exercisable within 60 days of March 3, 2025.
(1) 1,056,290 7.0 % Directors and Executive Officers Sharon Carmel (2) 3,693,190 24.5 % Danny Sandler (3) 41,250 * Tamar Shoham (4) 101,425 * Dani Megrelishvili (5) 88,647 * Michael Ozeryansky Tal Barnoach (6) 117,985 * Lluis Pedragosa (7) 6,864 * Yair Shoham (7) 6,864 * Osnat Michaeli (7) 6,864 * All directors, director nominees and executive officers as a group (9 persons) 4,063,089 26.9 % * Indicates beneficial ownership of less than 1% of the total ordinary shares outstanding.
(1) 976,320 6.3 % Directors and Executive Officers Sharon Carmel (2) 3,568,190 23 % Danny Sandler (3) 57,250 * Tamar Shoham (4) 105,800 * Dani Megrelishvili (5) 149,967 1 % Haggai Barel (6) - - Michael Ozeryansky (7) 18,750 * Tal Barnoach (8) 124,849 * Lluis Pedragosa (9) 13,728 * Yair Shoham (9) 13,728 * Osnat Michaeli (9) 13,728 * All directors, director nominees and executive officers as a group (10 persons) 4,065,990 26.2 % * Indicates beneficial ownership of less than 1% of the total ordinary shares outstanding.
Does not include 12,136 ordinary shares issuable upon exercise of outstanding options that are not exercisable within 60 days of March 1, 2024. The ordinary shares do not include shares held by Disruptive Technologies III L.P. or Disruptive Technologies L.P.
The ordinary shares do not include shares held by Disruptive Technologies III L.P. or Disruptive Technologies L.P. (9) Consists of 13,728 options to purchase ordinary shares that are currently exercisable or will be exercisable within 60 days from March 3, 2025.
The address of the principal office of Technologies L.P & Disruptive Technologies III L.P is PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. (2) Based on information contained in a Schedule 13G filed with the SEC on February 13, 2024. Consists of 3,693,190 ordinary shares.
The address of the principal office of Technologies L.P & Disruptive Technologies III L.P is PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. (2) Consists of 3,568,190 ordinary shares. 98 (3) Consists of 57,250 options to purchase ordinary shares that are currently exercisable or will be exercisable within 60 days from March 3, 2025.
Agreements and Arrangements With, and Compensation of Executive Officers Certain of our executive officers have employment agreements that contain customary provisions and representations, including confidentiality, non-competition, non-solicitation and inventions assignment undertakings by the executive officers.
On May 22, 2024, the Company's Compensation Committee approved adjustments of the compensation terms and of the Founder for his duties as Chief Executive Officer of the Company, following which his salary shall be increased by NIS 20 thousand, subject the approval of the Company’s shareholders at a general meeting of the shareholders, which was approved on August 5, 2024 99 Agreements and Arrangements With, and Compensation of Executive Officers Certain of our executive officers have employment agreements that contain customary provisions and representations, including confidentiality, non-competition, non-solicitation and inventions assignment undertakings by the executive officers.
(3) Consists of 41,250 options to purchase ordinary shares that are currently exercisable or will be exercisable within 60 days from March 1, 2024.
Does not include 5,272 ordinary shares issuable upon exercise of outstanding options that are not exercisable within 60 days of March 3, 2025.
Percentage of shares beneficially owned is based on ordinary shares issued and outstanding as of March 1, 2024. As of March 1, 2024 and based on their reported registered office, 7 of our holders of record were U.S. persons, holding in aggregate approximately 2% of our outstanding ordinary shares.
Percentage of shares beneficially owned is based on ordinary shares issued and outstanding as of March 3, 2025. 97 Based upon a review of the information provided to us by our transfer agent, as of March 3, 2025, there was one holder of record of our ordinary shares, holding approximately 69% of our outstanding ordinary shares, that had a registered address in the United States.
Removed
(1) Consists of (i) 976,320 ordinary shares held by Disruptive Technologies III L.P., and (ii) 79,970 ordinary shares held by Disruptive Technologies L.P.
Added
This number is not representative of the number of beneficial holders of our shares, nor is it representative of where such beneficial holders reside, since all of these shares held of record in the United States were held through Cede & Co., the nominee company of the Depository Trust Company, on behalf of hundreds of firms of brokers and banks in the United States, who in turn held such shares on behalf of several thousand clients and customers.
Removed
Advance Investment Agreements On August 6, 2019, we entered into Advanced Investment Agreements, or the 2019 AIA, with several of our current shareholders, providing for bridge loan financing in the aggregate amount of $3,097,000.
Added
Does not include 107,307 ordinary shares issuable upon exercise of outstanding options that are not exercisable within 60 days of March 3, 2025. (6) Does not include 300,000 ordinary shares issuable upon exercise of outstanding options that are not exercisable within 60 days of March 3, 2025.
Removed
The 2019 AIAs provide for the conversion of the investment amount into our ordinary shares under certain circumstances including in particular in the case of an initial public offering such that immediately prior to the closing our initial public the investment amount automatically converted into such number of our ordinary shares equal to the initial public offering price multiplied by 0.8.
Added
Indemnification Agreements Our amended and restated articles of association permits us to exculpate, indemnify and insure each of our directors and office holders to the fullest extent permitted by the Israeli Companies Law.
Removed
On August 26, 2021, we entered into Advanced Investment Agreements, or the 2021 AIA, with several of our current shareholders, providing for bridge loan financing in the aggregate amount of $560,000.
Removed
The 2021 AIAs provide for the conversion of the investment amount into our ordinary shares under certain circumstances including in particular in the case of an initial public offering such that immediately prior to the closing of our initial public offering the investment amount automatically convert into such number of our ordinary shares equal to the initial public offering price multiplied by 0.8. 96 Related party participants in the 2019 AIAs and 2021 AIAs, collectively, the AIAs, that were converted into ordinary shares in our initial public offering included the following: Participant Aggregate Investment Amount Number of Ordinary Shares from Conversion of AIA in our Initial Public Offering* Sharon Carmel $ 1,100,000 343,750 Disruptive Technologies LP $ 100,000 31,250 Marker II LP $ 1,100,000 343,750 Verizon Ventures LLC $ 947,619 296,131 Innovation Endeavors II LP $ 250,000 78,125 * Number of ordinary shares issued upon the automatic conversion of advance investment agreements on February 27, 2023 in our initial public offering based on a conversion price equal to 80% of the initial public offering price of $‌4.00.

Other BMR 10-K year-over-year comparisons