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Beamr Imaging Ltd.

For the period ended Dec 31, 2025. Filed Feb 26, 2026.

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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.

FY2025 · Filed Feb 26, 2026

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 31,2025

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 pursuant to Section 12(b) of the Act:

Title of each class registeredTrading Symbol(s)Name of each exchange on which 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, 2025:15,529,854 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
INDUSTRY AND MARKET DATAiii
PRESENTATION OF FINANCIAL INFORMATIONiv
EMERGING GROWTH COMPANY STATUSiv
TRADEMARKS AND TRADE NAMESiv
GLOSSARY OF INDUSTRY TERMS AND CONCEPTSv
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSvi
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 COMPANY46
A.History and Development of the Company46
B.Business Overview47
C.Organizational Structure67
D.Property, Plants and Equipment67
ITEM 4A.UNRESOLVED STAFF COMMENTS67
ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS68
A.Operating Results70
B.Liquidity and Capital Resources73
C.Research and Development, Patents and Licenses75
D.Trend Information75
E.Critical Accounting Estimates75
ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES76
A.Directors and Senior Management76
B.Compensation78
C.Board Practices80
D.Employees94
E.Share Ownership94
F.Disclosure of a registrant’s action to recover erroneously awarded compensation98
ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS98
A.Major Shareholders98
B.Related Party Transactions100
C.Interests of Experts and Counsel101
ITEM 8.FINANCIAL INFORMATION101
A.Consolidated Statements and Other Financial Information101
B.Significant Changes101

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ITEM 9.THE OFFER AND LISTING101
A.Offer and Listing Details101
B.Plan of Distribution102
C.Markets102
D.Selling Shareholders102
E.Dilution102
F.Expenses of the Issue102
ITEM 10.ADDITIONAL INFORMATION102
A.Share Capital102
B.Articles of Association102
C.Material Contracts102
D.Exchange Controls102
E.Taxation102
F.Dividends and Paying Agents112
G.Statement by Experts112
H.Documents on Display112
I.Subsidiary Information113
ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK113
ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES113
A.Debt Securities113
B.Warrants and rights113
C.Other Securities113
D.American Depositary Shares113
PART II114
ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES114
ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS114
ITEM 15.CONTROLS AND PROCEDURES114
ITEM 16.[RESERVED]115
ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT115
ITEM 16B.CODE OF ETHICS115
ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES115
ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES116
ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS116
ITEM 16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT116
ITEM 16G.CORPORATE GOVERNANCE116
ITEM 16H.MINE SAFETY DISCLOSURE118
ITEM 16I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS118
ITEM 16JINSIDER TRADING POLICIES118
ITEM 16KCYBERSECURITY118
PART III119
ITEM 17.FINANCIAL STATEMENTS119
ITEM 18.FINANCIAL STATEMENTS119
ITEM 19.EXHIBITS119
SIGNATURES120

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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.