BMR Beamr Imaging Ltd

 

As filed with the Securities and Exchange Commission on February 12, 2024.

Registration No. 333-

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

FORM F-1
REGISTRATION STATEMENT

UNDER
THE SECURITIES ACT OF 1933

 

 

Beamr Imaging Ltd.
(Exact name of Registrant as specified in its charter)

 

 

Not Applicable
(Translation of Registrant’s name into English)

 

State of Israel		7372		Not Applicable
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

 

10 HaManofim Street
Herzeliya, 4672561, Israel
Tel: +1-888-520-8735
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

 

 

Beamr, Inc.
16185 Los Gatos Blvd
Ste 205
Mailbox 12
Los Gatos, CA 95032
Tel: (650) 961-3098
(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Mark Selinger, Esq. Gary Emmanuel, Esq. Eyal Peled, Esq. David Huberman, Esq. Greenberg Traurig, LLP One Vanderbilt Avenue New York, NY 10017-3852 Telephone: 212.801.9221

Ronen Kantor, Esq. Doron Tikotzky Kantor Gutman Nass & Amit Gross Law Offices BSR 4, 7 Metsada Street Bnei Brak, Israel 5126112 Telephone: +972.3.6109100

Oded Har-Even, Esq. Eric Victorson, Esq. Sullivan & Worcester LLP 1633 Broadway New York, NY 10019 Telephone: 212.660.3000

Reut Alfiah, Adv. Gal Cohen, Adv. Sullivan & Worcester Israel (Har-Even & Co.) HaArba’a Towers – 28 HaArba’a St. North Tower, 35th Floor Tel-Aviv, Israel 6473925 Telephone: +972.74.758.0480

 

 

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date hereof.

 

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. ☒

 

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-272257

 

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

 

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

 

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 7(a)(2)(B) of the Securities Act. ☒

 

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) promulgated under the Securities Act. 

 

 

 

EXPLANATORY NOTE AND

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

 

This Registration Statement (the “Registration Statement”) is being filed with the Securities and Exchange Commission (the “Commission”) with respect to the registration of additional ordinary shares, par value NIS 0.05 per share, of Beamr Imaging Ltd. (the “Registrant”), pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”). This Registration Statement incorporates by reference the contents of, including all amendments and exhibits thereto, the Registration Statement on Form F-1, as amended (File No. 333-272257) (the “Prior Registration Statement”), which the Commission declared effective on February 12, 2024, and is being filed solely for the purpose of increasing the aggregate offering price of ordinary shares to be offered in the public offering by $2,443,750, which includes additional shares that may be sold pursuant to the underwriters’ option to purchase additional ordinary shares. The additional ordinary shares that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Filing Fee Table filed as Exhibit 107 in the Prior Registration Statement. The required opinion and consents are listed on the Exhibit Index attached hereto and filed herewith.

 

 

EXHIBIT INDEX

 

Exhibit No.		Description
5.1*		Opinion of Doron Tikotzky Kantor Gutman Nass & Amit Gross Law Offices
5.2*		Opinion of Greenberg Traurig, LLP
23.1*		Consent of Fahn Kanne & Co., the Israeli member firm of Grant Thornton International Ltd, an independent registered public accounting firm
23.2*		Consent of Doron Tikotzky Kantor Gutman Nass & Amit Gross Law Offices (included in Exhibit 5.1)
23.3*		Consent of Greenberg Traurig, LLP (included in Exhibit 5.2)
24.1**		Power of Attorney (incorporated by reference to Exhibit 24.1 filed with the Prior Registration Statement on May 30, 2023)
107*		Filing Fee Table

 

*	Filed herewith.

**	Previously filed.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Herzeliya, Israel on this 12^th day of February 2024.

 

	Beamr Imaging Ltd.
	By:	/s/ Sharon Carmel
		Sharon Carmel, Chief Executive Officer

 

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Sharon Carmel		Chief Executive Officer and Chairman		February 12, 2024
Sharon Carmel		(Principal Executive Officer)
/s/ Danny Sandler		Chief Financial Officer		February 12, 2024
Danny Sandler		(Principal Financial and Accounting Officer)
/s/ *		Director		February 12, 2024
Tal Barnoach
/s/ *		Director		February 12, 2024
Lluis Pedragosa
/s/ *		Director		February 12, 2024
Yair Shoham
/s/ *		Director		February 12, 2024
Osnat Michaeli
* /s/ Sharon Carmel
Sharon Carmel Attorney in Fact

 

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Beamr Imaging Ltd., has signed this Registration Statement on this 12^th day of February 2024.

 

	Beamr, Inc.
	Authorized U.S. Representative
		/s/ Sharon Carmel
	Name:	Sharon Carmel
	Title:	Authorized Person

 

 

3

 

Exhibit 5.1

 

Yaron Tikotzky, Adv. (CPA)* Eli Doron, Adv. & Notary Ronen Kantor, Adv. Amit Gross, Adv. & Notary Giora Gutman, Adv. Rachel (Goren) Cavallero, Adv. Gil Mor, Adv. & Notary** Sharon Fishman, Adv. & Notary Moti Hoffman, Adv. & Notary Efrat Hamami, Adv. Tamir Kalderon, Adv. Asaf Gershgoren, Adv. & economist Efi Ohana, Adv. & economist Asaf Hofman, Adv. & economist Ron Soulema, Adv. Moti Philip, Adv. Sagiv Bar Shalom, Adv. Ori Perel, Adv. David Rozen, Adv. Israel Mark, Adv. Amir Bar Dayan, Adv. Sandrine Dray, Adv. & Notary*** Nahi Hamud, Adv. Shmulik Cohen, Adv. Yair Messalem, Adv. Maayan Peled, Adv. Igal Rosenberg, Adv. Gili Yasu, Adv. & Notary Tmoora Detsch Kaufman, Adv. Lilach Cohen-Shamir, Adv. Orly Pharan, Adv. Rotem Nissim, Adv. Orit Peper, Adv. Rivka Mangoni, Adv. Israel Asaraf, Adv. & Notary Jossef Prins, Adv. Shay Almakies, Adv. & Notary Yael Porat Kotzer, Adv. Gali Ganoni, Adv. Hadas Garoosi Wolfsthal, Adv. Odelia Cohen-Schondorf, Adv. Hasan Hasan, Adv. Yana Shapiro Orbach, Adv. Ronit Rabinovich, Adv. Nidal Siaga, Adv. Avi Cohen, Adv. Amit Moshe Cohen, Adv. Sonny Knaz, Adv. Bat-El Ovadia, Adv. Aharon Eitan, Adv. Rania Elime, Adv. Sivan Kaufman, Adv. Mor Rozenson, Adv. Iris Borcom, Adv. Inbal Naim, Adv. Sivan Feldhamer, Adv. Meital Graff, Adv. Amir Keren, Adv. Ariel Regev, Adv. Michal Zamir-Polani, Adv. Inbal Harel Gershon, Adv. Hezi Sidon, Adv. Shirli Rahmani, Adv. Omer Katzir, Adv. & economist Hadar Weizner, Adv. & economist Yaniv Levi, Adv. Noy Keren, Adv. Avi Kababgian, Adv. Or Yahal Asbag, Adv.       Eli Kulas. Adv. Notary & Mediator - Counselor Jan Robinsohn, M.Jur. Adv. & Notary - Counselor**** Giora Amir, Adv. Notary - Counselor       * Member of the New York State Bar ** Member of the Law Society in England & Wales *** Accredited by the consulate of France **** Honorary Consul Of The Republic Of Poland (ret.)       mail@dtkgglaw.com www.dtkgglaw.com www.dt-law.co.il
		Bnei Brak, February 12, 2024
		Beamr Imaging Ltd.
		10 Hamanofim Street,
		Herzeliya,
		Israel
		Dear Sir and Madam:
		Re: REGISTRATION STATEMENT ON FORM F-1
		We are acting as Israeli counsel for Beamr Imaging Ltd., an Israeli company (the “Company”), in connection with the preparation of (A) a Registration Statement on Form F-1 (the “Initial Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), pertaining to the registration and proposed maximum aggregate offering of up to US$12,218,750.00 of (i) ordinary shares, par value NIS 0.05 per shares (the “Ordinary Shares”); (ii) warrants (the “Warrants”) to purchase Ordinary Shares; and (iii) the Ordinary Shares underlying the Warrants, as may be sold by the Company under the Registration Statement; and (B) a Registration Statement on Form F-1 that is to be filed with the Securities and Exchange Commission pursuant to Rule 462(b) of Regulation C promulgated under the Securities Act (the “Rule 462(b) Registration Statement” and together with the Initial Registration Statement, the “Registration Statements”). Pursuant to Rule 416 under the Securities Act, the Ordinary Shares being registered thereunder include such number of Ordinary Shares as may be issuable with respect to the shares being registered thereunder as a result of stock splits, stock dividends, or similar transactions.
		As counsel to the Company in Israel, we have examined copies of the Articles of Association, as amended, of the Company and such corporate records, instruments, and other documents relating to the Company and such matters of law as we have considered necessary or appropriate for the purpose of rendering this opinion. In such examination, we have assumed inter alia the genuineness of each signature (other than the signatures of the officers of the Company), the completeness of each document submitted to us, the authenticity of each document reviewed by us as an original, the conformity to the original of each document reviewed by us as a copy and the authenticity of the original of each document received by us as a copy and the accuracy on the date stated in all governmental certifications of each statement as to each factual matter contained in such governmental certifications.
		Based upon and subject to the foregoing, we are of the opinion that the Ordinary Shares and the Ordinary Shares issued upon the exercise of the Warrants, when issued pursuant to the terms of the Registration Statements, and the terms of any agreements relating to such issuance, will be upon receipt of consideration as the case may be, validly issued, fully paid and non-assessable.
		Haifa & Northern: 7 Palyam Blvd. Haifa, (Phoenix House) 7th Floor, 3309510 Tel. +972-4-8147500 | Fax 972-4-8555976 Banking & Collection, 6th Floor Tel. 972-4-8353700 | Fax 972-4-8702477   Romania: 7 Franklin, 1st District, Bucharest Cyprus: 9 Zenonos Kitieos St., 2406 Engomi, Nicosia		Central: B.S.R. Tower 4, 33th Floor, 7 metsada St. Bnei Brak, 5126112 Tel. 972-3-6109100 | Fax +972-3-6127449 Tel. 972-3-6133371 | Fax +972-3-6133372 Tel. 972-3-7940700 | Fax +972-3-7467470     SRFK Manhattan: New York, Broadway 61, NY 10006TLV1 626314015v1

 

We are members of the Bar of the State of Israel, we express no opinion as to any matter relating to the laws of any jurisdiction other than the laws of the State of Israel as the same are in force on the date hereof and we have not, for the purpose of giving this opinion, made any investigation of the laws of any other jurisdiction. Special rulings of authorities administering any of such laws or opinions of other counsel have not been sought or obtained by us in connection with rendering the opinions expressed herein. In addition, we express no opinion as to any documents, agreements or arrangements other than those subject to the laws of the State of Israel, if any.

 

This opinion is intended solely for the benefit and use of the Company and other persons who are entitled to rely on the Registration Statements, and is not to be used, released, quoted, or relied upon by anyone else for any purpose (other than as required by law), without our prior written consent.

 

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statements, and to the use of our name wherever appearing in the Registration Statements in connection with Israeli law. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

 

Very truly yours,

 

/s/ Doron, Tikotzky, Kantor, Gutman, Nass, Amit Gross & Co.

 

Doron, Tikotzky, Kantor, Gutman, Nass, Amit Gross & Co.

 

Advocates and Notaries

 

 

 

 

Exhibit 5.2

 

 

February 12, 2024

 

Beamr Imaging Ltd.

10 HaManofim Street

Herzeliya, 4672561 Israel

 

Re: Registration Statement on Form F-1

 

Ladies and Gentlemen:

 

This opinion is furnished to you in connection with a Registration Statement on Form F-1 to be filed with the Commission pursuant to Rule 462(b) of Regulation C (the “Rule 462(b) Registration Statement”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”) and the initial Registration Statement on Form F-1 (Registration Statement No. 333-272257) (the “Initial Registration Statement” and together with the Rule 462(b) Registration Statement, the “Registration Statements”) filed by Beamr Imaging Ltd., an Israeli company (the “Company”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act, for the registration and proposed maximum aggregate offering of up to $12,218,750.00 of (i) ordinary shares, par value NIS 0.05 per shares (the “Ordinary Shares”); (ii) warrants (the “Warrants”) to purchase Ordinary Shares; and (iii) the Ordinary Shares underlying the Warrants. The Ordinary Shares and Warrants are being registered by the Company, which has engaged ThinkEquity LLC. To act as the underwriter (the “Underwriter”) in connection with the offering of the Company’s Ordinary Shares and Warrants (the “Offering”).

 

We are acting as U.S. securities counsel for the Company in connection with the Registration Statement. We have examined signed copies of the Registration Statement and have also examined and relied upon minutes of meetings of the Board of Directors of the Company as provided to us by the Company, and such other documents as we have deemed necessary for purposes of rendering the opinion hereinafter set forth.

 

In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, the authenticity of the originals of such latter documents and the legal competence of all signatories to such documents. Other than our examination of the documents indicated above, we have made no other examination in connection with this opinion. Because the agreements governing the Warrants contains a provision stating that they are to be governed by the laws of the State of New York, we are rendering this opinion as to New York law. We are admitted to practice in the State of New York, and we express no opinion as to any matters governed by any law other than the law of the State of New York. In particular, we do not purport to pass on any matter governed by the laws of Israel. You are separately reviewing an opinion from Doron, Tikotzky, Kantor, Gutman, Nass, Amit Gross & Co. filed as Exhibit 5.1 to the Registration Statements with respect to the corporate proceedings and due authorization relating to the issuance of the Ordinary Shares and the Ordinary Shares underlying the Warrants under the laws of Israel. For purposes of our opinion, we have assumed that the Ordinary Shares and the Ordinary Shares underlying the Warrants have been duly authorized and that the Ordinary Shares and the Ordinary Shares underlying the Warrants have been duly and validly issued, fully paid and non-assessable.

 

Based upon and subject to the foregoing, we are of the opinion that, when the Registration Statements has become effective under the Securities Act, the Warrants, if and when issued and paid for in accordance with the terms of the Offering, will be valid and binding obligations of the Company enforceable against the Company in accordance with their terms.

 

The opinion set forth herein is rendered as of the date hereof, and we assume no obligation to update such opinion to reflect any facts or circumstances which may hereafter come to our attention or any changes in the law which may hereafter occur (which may have retroactive effect). In addition, the foregoing opinions are qualified to the extent that (a) enforceability may be limited by and be subject to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law (including, without limitation, concepts of notice and materiality), and by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ and debtors’ rights generally (including, without limitation, any state or federal law in respect of fraudulent transfers); and (b) no opinion is expressed herein as to compliance with or the effect of federal or state securities or blue sky laws.

 

 

This opinion is rendered to you in connection with the Registration Statement. This opinion may not be relied upon for any other purpose, or furnished to, quoted or relied upon by any other person, firm or corporation for any purpose, without our prior written consent, except that (A) this opinion may be furnished or quoted to judicial or regulatory authorities having jurisdiction over you, and (B) this opinion may be relied upon by holders of the Warrants currently entitled to rely on it pursuant to applicable provisions of federal securities law.

 

We hereby consent to the filing of this opinion as Exhibit 5.2 to the Rule 462(b) Registration Statement and to the reference to this firm under the caption “Legal Matters” in the Registration Statements. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

 

	Very truly yours,
	/s/ Greenberg Traurig, P.A.
	Greenberg Traurig, P.A.

 

Greenberg Traurig, P.A. | Attorneys at Law

Azrieli Center, Round Tower | 132 Menachem Begin Road, 30th Floor | Tel Aviv, Israel 6701101 | T +1 +972 (0) 3 636 6000 | F +1 +972 (0) 3 636 6010

www.gtlaw.com

 

 

 

 

Exhibit 23.1

 

 

 

	Fahn Kanne & Co.
	Head Office
	32 Hamasger Street
	Tel-Aviv 6721118, ISRAEL
	PO Box 36172, 6136101
	T +972 3 7106666
	F +972 3 7106660
	www.gtfk.co.il

 

CONSENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

 

We have issued our report dated April 24, 2023, with respect to the financial statements of Beamr Imaging Ltd. contained in the Registration Statement and Prospectus. We consent to the use of the aforementioned report in this Registration Statement and Prospectus, and to the use of our name as it appears under the caption “Experts.”

 

/s/ FAHN KANNE & CO. GRANT THORNTON ISRAEL

FAHN KANNE & CO. GRANT THORNTON ISRAEL

 

Tel-Aviv, Israel

 

February 12, 2024

 

 

 

 

 

 

 

 

 

 

 

 

Certified Public Accountants

Fahn Kanne & Co. is the Israeli member firm of Grant Thornton International Ltd.

Exhibit 107

 

Calculation of Filing Fee Tables

…………..

(Form Type)

 ……………………………………………………..

Beamr Imaging Ltd.

 

Table 1: Newly Registered and Carry Forward Securities

 

		Security Type		Security Class Title		Fee Calculation or Carry Forward Rule		Maximum Aggregate Offering Price(1)(2)(3)(4)				Fee Rate				Amount of Registration Fee (6)				Carry Forward Form Type				Carry Forward File Number				Carry Forward Initial effective date				Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward
Newly Registered Securities
Fees to Be Paid		Equity		Ordinary shares, NIS 0.05 par value per share		457(o)		$	2,300,000				0.0001476			$	339.48
Fees to Be Paid		Other		Representative’s warrants (4)		457(o) 457(g)
Fees to Be Paid		Equity		Ordinary shares upon exercise of Representative’s warrants (5)		457(o) 457(g)		$	143,750.00				0.0001476			$	21.22
Carry Forward Securities
Carry  Forward Securities
		Total Offering Amounts						$	2,443,750							$	360.70
		Total Fees Previously Paid														$	-
		Total Fee Offsets															-
		Net Fee Due							-							$	360.70

 

(1)

This registration statement also includes an indeterminate number of ordinary shares that may become offered, issuable or sold to prevent dilution resulting from stock splits, stock dividends and similar transactions, which are included pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act.

 

(2)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act.

 

(3)

Includes the offering price of additional shares that the underwriters have the option to purchase to cover over-allotments, if any.

 

(4)

In accordance with Rule 457(g) under the Securities Act, because the ordinary shares of the registrant underlying the Representative’s warrants are registered hereby, no separate registration fee is required with respect to the warrants registered hereby.

 

(5)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act. The warrants are exercisable at a per share exercise price equal to 125% of the public offering price. As estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act, the proposed maximum aggregate offering price of the Representative’s warrants is equal to 125% of 115,000 (which is equal to 5% of $2,300,000).

 

(6)

Calculated pursuant to Rule 457(o) based on an estimate of the proposed maximum aggregate offering price. The registrant previously registered an aggregate of $12,218,750.00 of securities on the Registration Statement on Form F-1, as amended (File No. 333-272257), which the Commission declared effective on February 12, 2024, for which a filing fee of $1,359.97 was previously paid.

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