Brainsway Ltd.
A medical technology company that builds non-invasive brain-stimulation helmets used to treat mental-health conditions. Its Deep TMS system, worn as a cushioned headpiece, uses magnetic pulses to reach deeper brain regions than standard devices, and has been cleared to help with depression, obsessive-compulsive disorder, and smoking cessation. Founded in 2003, its core H-coil technology grew out of research at the U.S. National Institutes of Health. BrainsWay was the first company to win FDA clearance for a non-invasive device to treat OCD.
American Depositary Shares, each representing ordinary shares
Item 4 of the Original Schedule 13D is hereby supplemented as follows: On October 6, 2025, Valor BrainsWay delivered to the Issuer a notice of exercise in which it exercised in full the Warrant to Purchase American Depositary Shares issued to Valor BrainsWay on November 5, 2024 (as subsequently amended, the "Warrant") that entitled Valor BrainsWay to purchase up to 1,500,000 American Depository Shares ("ADSs"), representing up to 3,000,000 Ordinary Shares, at an exercise price of US$9.50686 per ADS. Valor BrainsWay was permitted to exercise the Warrant on a cashless exercise basis, which based on the closing price of the ADS on September 30, 2025 will result in Valor BrainsWay being issued a total of 553,730 ADSs upon settlement of the exercise.
Item 4 of the Original Schedule 13D is hereby supplemented as follows: On October 6, 2025, Valor BrainsWay delivered to the Issuer a notice of exercise in which it exercised in full the Warrant to Purchase American Depositary Shares issued to Valor BrainsWay on November 5, 2024 (as subsequently amended, the "Warrant") that entitled Valor BrainsWay to purchase up to 1,500,000 American Depository Shares ("ADSs"), representing up to 3,000,000 Ordinary Shares, at an exercise price of US$9.50686 per ADS. Valor BrainsWay was permitted to exercise the Warrant on a cashless exercise basis, which based on the closing price of the ADS on September 30, 2025 will result in Valor BrainsWay being issued a total of 553,730 ADSs upon settlement of the exercise.
Item 4 of the Original Schedule 13D is hereby supplemented as follows: On October 6, 2025, Valor BrainsWay delivered to the Issuer a notice of exercise in which it exercised in full the Warrant to Purchase American Depositary Shares issued to Valor BrainsWay on November 5, 2024 (as subsequently amended, the "Warrant") that entitled Valor BrainsWay to purchase up to 1,500,000 American Depository Shares ("ADSs"), representing up to 3,000,000 Ordinary Shares, at an exercise price of US$9.50686 per ADS. Valor BrainsWay was permitted to exercise the Warrant on a cashless exercise basis, which based on the closing price of the ADS on September 30, 2025 will result in Valor BrainsWay being issued a total of 553,730 ADSs upon settlement of the exercise.
Item 4 of the Original Schedule 13D is hereby supplemented as follows: On October 6, 2025, Valor BrainsWay delivered to the Issuer a notice of exercise in which it exercised in full the Warrant to Purchase American Depositary Shares issued to Valor BrainsWay on November 5, 2024 (as subsequently amended, the "Warrant") that entitled Valor BrainsWay to purchase up to 1,500,000 American Depository Shares ("ADSs"), representing up to 3,000,000 Ordinary Shares, at an exercise price of US$9.50686 per ADS. Valor BrainsWay was permitted to exercise the Warrant on a cashless exercise basis, which based on the closing price of the ADS on September 30, 2025 will result in Valor BrainsWay being issued a total of 553,730 ADSs upon settlement of the exercise.
Item 4 of the Original Schedule 13D is hereby supplemented as follows: On October 6, 2025, Valor BrainsWay delivered to the Issuer a notice of exercise in which it exercised in full the Warrant to Purchase American Depositary Shares issued to Valor BrainsWay on November 5, 2024 (as subsequently amended, the "Warrant") that entitled Valor BrainsWay to purchase up to 1,500,000 American Depository Shares ("ADSs"), representing up to 3,000,000 Ordinary Shares, at an exercise price of US$9.50686 per ADS. Valor BrainsWay was permitted to exercise the Warrant on a cashless exercise basis, which based on the closing price of the ADS on September 30, 2025 will result in Valor BrainsWay being issued a total of 553,730 ADSs upon settlement of the exercise.
| Holder | Schedule | % of class | Shares | Filed |
|---|---|---|---|---|
| Harel Insurance Investments & Financial Services Ltd. | 13G/APassive | 8.3% | 3.27M | Jul 29, 2026 |
| MEITAV INVESTMENT HOUSE LTD | 13G/APassive | 6.31% | 2.53M | Jun 3, 2026 |
| MEITAV PROVIDENT FUNDS & PENSION LTD | 13G/APassive | 5.16% | 2.07M | Jun 3, 2026 |
| Masters Capital Management, LLC | 13G/APassive | 3.8% | 1.50M | May 13, 2026 |
| Michael Masters | 13G/APassive | 3.8% | 1.50M | May 13, 2026 |
| Jonathan Shulkin | 13D/AActivist | 15% | 5.85M | Oct 8, 2025 |
Item 4 of the Original Schedule 13D is hereby supplemented as follows: On October 6, 2025, Valor BrainsWay delivered to the Issuer a notice of exercise in which it exercised in full the Warrant to Purchase American Depositary Shares issued to Valor BrainsWay on November 5, 2024 (as subsequently amended, the "Warrant") that entitled Valor BrainsWay to purchase up to 1,500,000 American Depository Shares ("ADSs"), representing up to 3,000,000 Ordinary Shares, at an exercise price of US$9.50686 per ADS. Valor BrainsWay was permitted to exercise the Warrant on a cashless exercise basis, which based on the closing price of the ADS on September 30, 2025 will result in Valor BrainsWay being issued a total of 553,730 ADSs upon settlement of the exercise. | ||||
| Antonio Gracias | 13D/AActivist | 14.9% | 5.80M | Oct 8, 2025 |
Item 4 of the Original Schedule 13D is hereby supplemented as follows: On October 6, 2025, Valor BrainsWay delivered to the Issuer a notice of exercise in which it exercised in full the Warrant to Purchase American Depositary Shares issued to Valor BrainsWay on November 5, 2024 (as subsequently amended, the "Warrant") that entitled Valor BrainsWay to purchase up to 1,500,000 American Depository Shares ("ADSs"), representing up to 3,000,000 Ordinary Shares, at an exercise price of US$9.50686 per ADS. Valor BrainsWay was permitted to exercise the Warrant on a cashless exercise basis, which based on the closing price of the ADS on September 30, 2025 will result in Valor BrainsWay being issued a total of 553,730 ADSs upon settlement of the exercise. | ||||
| Valor BrainsWay Holdings, LLC | 13D/AActivist | 13.7% | 5.31M | Oct 8, 2025 |
Item 4 of the Original Schedule 13D is hereby supplemented as follows: On October 6, 2025, Valor BrainsWay delivered to the Issuer a notice of exercise in which it exercised in full the Warrant to Purchase American Depositary Shares issued to Valor BrainsWay on November 5, 2024 (as subsequently amended, the "Warrant") that entitled Valor BrainsWay to purchase up to 1,500,000 American Depository Shares ("ADSs"), representing up to 3,000,000 Ordinary Shares, at an exercise price of US$9.50686 per ADS. Valor BrainsWay was permitted to exercise the Warrant on a cashless exercise basis, which based on the closing price of the ADS on September 30, 2025 will result in Valor BrainsWay being issued a total of 553,730 ADSs upon settlement of the exercise. | ||||
| Valor Siren Ventures II L.P. | 13D/AActivist | 13.7% | 5.31M | Oct 8, 2025 |
Item 4 of the Original Schedule 13D is hereby supplemented as follows: On October 6, 2025, Valor BrainsWay delivered to the Issuer a notice of exercise in which it exercised in full the Warrant to Purchase American Depositary Shares issued to Valor BrainsWay on November 5, 2024 (as subsequently amended, the "Warrant") that entitled Valor BrainsWay to purchase up to 1,500,000 American Depository Shares ("ADSs"), representing up to 3,000,000 Ordinary Shares, at an exercise price of US$9.50686 per ADS. Valor BrainsWay was permitted to exercise the Warrant on a cashless exercise basis, which based on the closing price of the ADS on September 30, 2025 will result in Valor BrainsWay being issued a total of 553,730 ADSs upon settlement of the exercise. | ||||
| Valor Siren Partners II-A L.P. | 13D/AActivist | 13.7% | 5.31M | Oct 8, 2025 |
Item 4 of the Original Schedule 13D is hereby supplemented as follows: On October 6, 2025, Valor BrainsWay delivered to the Issuer a notice of exercise in which it exercised in full the Warrant to Purchase American Depositary Shares issued to Valor BrainsWay on November 5, 2024 (as subsequently amended, the "Warrant") that entitled Valor BrainsWay to purchase up to 1,500,000 American Depository Shares ("ADSs"), representing up to 3,000,000 Ordinary Shares, at an exercise price of US$9.50686 per ADS. Valor BrainsWay was permitted to exercise the Warrant on a cashless exercise basis, which based on the closing price of the ADS on September 30, 2025 will result in Valor BrainsWay being issued a total of 553,730 ADSs upon settlement of the exercise. | ||||