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Beamr Imaging Ltd

For the period ended Dec 31, 2024. Filed Mar 4, 2025.

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About this filing

The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.

FY2024 · Filed Mar 4, 2025

BMR$1.03-1.0%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 20-F

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31,2024

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report ____________

For the transition period from ____________ to ____________

Commission File No.:001-41523

Beamr Imaging Ltd.

(Exact name of registrant as specified in its charter)

Translation of registrant’s name into English: Not applicable

State of Israel10 HaManofim Street Herzeliya, 4672561, Israel Tel: +1-888-520-8735
(Jurisdiction of incorporation or organization)(Address of principal executive offices)

Sharon Carmel

Chief Executive Officer

sharon@beamr.com

10 HaManofim Street

Herzeliya,4672561, Israel

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class to be registeredTrading Symbol(s)Name of each exchange on which each class is to be registered
Ordinary shares, par value NIS 0.05 per shareBMRNasdaq Capital Market

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Number of outstanding shares of each of the issuer’s classes of capital or common stock as of December 31, 2024:15,518,794 ordinary shares.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act of 1934.

Yes ☐No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months.

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company.

Large accelerated filer ☐Accelerated filer ☐Non-accelerated filer☒
Emerging Growth Company☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) Exchange Act.☒

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing.

U.S. GAAP ☒

International Financial Reporting Standards as issued by the International Accounting Standards Board ☐

Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

☐ Item 17 ☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company.

Yes ☐ No☒

TABLE OF CONTENTS

Page
INTRODUCTIONiii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSiv
INDUSTRY AND MARKET DATAvi
PRESENTATION OF FINANCIAL INFORMATIONvi
EMERGING GROWTH COMPANY STATUSvi
TRADEMARKS AND TRADE NAMESvii
GLOSSARY OF INDUSTRY TERMS AND CONCEPTSvii
PART I1
ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1
ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE1
ITEM 3.KEY INFORMATION1
A.Reserved1
B.Capitalization and Indebtedness1
C.Reasons for the Offer and Use of Proceeds1
D.Risk Factors1
ITEM 4.INFORMATION ON THE COMPANY43
A.History and Development of the Company43
B.Business Overview45
C.Organizational Structure64
D.Property, Plants and Equipment64
ITEM 4A.UNRESOLVED STAFF COMMENTS64
ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS64
A.Operating Results69
B.Liquidity and Capital Resources71
C.Research and Development, Patents and Licenses74
D.Trend Information74
E.Critical Accounting Estimates74
ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES75
A.Directors and Senior Management75
B.Compensation77
C.Board Practices79
D.Employees93
E.Share Ownership94
F.Disclosure of a registrant’s action to recover erroneously awarded compensation97
ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS97
A.Major Shareholders97
B.Related Party Transactions99
C.Interests of Experts and Counsel100
ITEM 8.FINANCIAL INFORMATION100
A.Consolidated Statements and Other Financial Information100
B.Significant Changes101

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ITEM 9.THE OFFER AND LISTING101
A.Offer and Listing Details101
B.Plan of Distribution101
C.Markets101
D.Selling Shareholders101
E.Dilution101
F.Expenses of the Issue101
ITEM 10.ADDITIONAL INFORMATION101
A.Share Capital101
B.Articles of Association102
C.Material Contracts102
D.Exchange Controls102
E.Taxation102
F.Dividends and Paying Agents111
G.Statement by Experts111
H.Documents on Display111
I.Subsidiary Information112
ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK112
ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES112
A.Debt Securities112
B.Warrants and rights112
C.Other Securities112
D.American Depositary Shares112
PART II113
ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES113
ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS113
ITEM 15.CONTROLS AND PROCEDURES113
ITEM 16.[RESERVED]114
ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT114
ITEM 16B.CODE OF ETHICS114
ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES115
ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES115
ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS115
ITEM 16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT115
ITEM 16G.CORPORATE GOVERNANCE115
ITEM 16H.MINE SAFETY DISCLOSURE117
ITEM 16I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS117
ITEM 16JINSIDER TRADING POLICIES118
ITEM 16KCYBERSECURITY119
PART III119
ITEM 17.119
ITEM 18.119
ITEM 19.119
SIGNATURES121

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ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.