Beamr Imaging Ltd. Files Annual Report on Form 20-F for Fiscal Year Ended December 31, 2023

TL;DR

<b>Beamr Imaging Ltd. has filed its annual report on Form 20-F for the fiscal year ending December 31, 2023, confirming its listing on the Nasdaq Capital Market and compliance with SEC filing requirements.</b>

AI Summary

Beamr Imaging Ltd. (BMR) filed a Foreign Annual Report (20-F) with the SEC on March 4, 2024. Beamr Imaging Ltd. filed its annual report on Form 20-F for the fiscal year ended December 31, 2023. The company's ordinary shares trade on the Nasdaq Capital Market under the symbol BMR. As of December 31, 2023, Beamr Imaging Ltd. had 13,051,343 ordinary shares outstanding. The filing confirms the company has submitted all required reports for the preceding 12 months and has been subject to filing requirements for the past 90 days. Beamr Imaging Ltd. has submitted electronically every Interactive Data File required by Rule 405 of Regulation S-T.

Why It Matters

For investors and stakeholders tracking Beamr Imaging Ltd., this filing contains several important signals. This filing provides investors with the company's official year-end financial and operational overview, crucial for assessing its performance and future prospects. The confirmation of electronic filing compliance and adherence to reporting schedules indicates a level of operational diligence and transparency expected by regulators and investors.

Risk Assessment

Risk Level: low — Beamr Imaging Ltd. shows low risk based on this filing. The filing is an annual report and does not contain new material events or significant financial changes that would elevate risk.

Analyst Insight

Review the full 20-F filing for detailed financial statements, management discussion, and risk factors to understand Beamr Imaging Ltd.'s performance and outlook.

Key Numbers

• 13,051,343 — Ordinary Shares Outstanding (As of December 31, 2023)
• 2023-12-31 — Fiscal Year End (Period covered by the annual report)
• 2024-03-04 — Filing Date (Date the 20-F was filed)

Key Players & Entities

• Beamr Imaging Ltd. (company) — Filer of the 20-F report
• BMR (company) — Trading symbol for Beamr Imaging Ltd. ordinary shares
• Nasdaq Capital Market (company) — Exchange where BMR is traded
• Sharon Carmel (person) — Chief Executive Officer of Beamr Imaging Ltd.
• 13,051,343 (dollar_amount) — Number of ordinary shares outstanding as of December 31, 2023

FAQ

Industry Context

Beamr Imaging Ltd. operates in the pre-packaged software industry, focusing on imaging technologies.

Regulatory Implications

The company is subject to SEC regulations for its reporting obligations as a publicly traded entity on the Nasdaq Capital Market.

What Investors Should Do

1. Review the full Form 20-F for detailed financial statements and management's discussion and analysis.
2. Analyze the risk factors section for potential challenges and uncertainties facing Beamr Imaging Ltd.
3. Monitor future filings for updates on the company's financial performance and strategic initiatives.

Key Dates

• 2023-12-31: Fiscal Year End — Marks the end of the reporting period for the 20-F filing.
• 2024-03-04: Filing Date — Date Beamr Imaging Ltd. submitted its Form 20-F.

Year-Over-Year Comparison

This filing is the annual report for the fiscal year ended December 31, 2023, and follows the standard reporting requirements for a public company.

Key Financial Figures

• $1.235 billion — which our annual gross revenues exceed $1.235 billion; (ii) the last day of the fiscal year f
• $700 million — DSs, held by non-affiliates is at least $700 million as of the last business day of our most
• $1.0 billion — date on which we have issued more than $1.0 billion in non-convertible debt securities duri

Filing Documents

• ea0200393-20f_beamr.htm (20-F) — 2029KB
• ea0200393ex10-4_beamrimag.htm (EX-10.4) — 195KB
• ea0200393ex12-1_beamrimag.htm (EX-12.1) — 10KB
• ea0200393ex12-2_beamrimag.htm (EX-12.2) — 10KB
• ea0200393ex13-1_beamrimag.htm (EX-13.1) — 4KB
• ea0200393ex13-2_beamrimag.htm (EX-13.2) — 4KB
• ea0200393ex15-1_beamrimag.htm (EX-15.1) — 5KB
• ea0200393ex97-1_beamrimag.htm (EX-97.1) — 76KB
• image_001.jpg (GRAPHIC) — 62KB
• image_002.jpg (GRAPHIC) — 48KB
• image_003.jpg (GRAPHIC) — 46KB
• image_004.jpg (GRAPHIC) — 27KB
• image_005.jpg (GRAPHIC) — 13KB
• image_006.jpg (GRAPHIC) — 12KB
• image_007.jpg (GRAPHIC) — 39KB
• image_008.jpg (GRAPHIC) — 17KB
• image_009.jpg (GRAPHIC) — 48KB
• image_010.jpg (GRAPHIC) — 15KB
• image_011.jpg (GRAPHIC) — 14KB
• image_012.jpg (GRAPHIC) — 18KB
• fin_001.jpg (GRAPHIC) — 4KB
• ex15-1_001.jpg (GRAPHIC) — 16KB
• 0001213900-24-019243.txt (&nbsp;) — 9816KB
• bmr-20231231.xsd (EX-101.SCH) — 86KB
• bmr-20231231_cal.xml (EX-101.CAL) — 50KB
• bmr-20231231_def.xml (EX-101.DEF) — 376KB
• bmr-20231231_lab.xml (EX-101.LAB) — 703KB
• bmr-20231231_pre.xml (EX-101.PRE) — 394KB
• ea0200393-20f_beamr_htm.xml (XML) — 999KB

Item 18

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 INTRODUCTION iii CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS iv INDUSTRY AND MARKET DATA vi PRESENTATION OF FINANCIAL INFORMATION vi EMERGING GROWTH COMPANY STATUS vi TRADEMARKS AND TRADE NAMES vi i GLOSSARY OF INDUSTRY TERMS AND CONCEPTS vi i PART I 1 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 1 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

Business Overview 44 C. Organizational Structure 60 D. Property, Plants and Equipment 60 ITEM 4A. UNRESOLVED STAFF COMMENTS 60 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 60 A. Operating Results 64 B. Liquidity and Capital Resources 67 C. Research and Development, Patents and Licenses 71 D. Trend Information 71 E. Critical Accounting Estimates 71 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 72 A. Directors and Senior Management 72 B. Compensation 74 C. Board Practices 76 D. Employees 90 E. Share 90 F. Disclosure of a registrant's action to recover erroneously awarded compensation 94 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 94 A. Major Shareholders 94 B. Related Party Transactions 96 C. Interests of Experts and Counsel 98 ITEM 8. FINANCIAL INFORMATION 98 A. Consolidated 98 B. Significant Changes 98 i ITEM 9. THE OFFER AND LISTING 98 A. Offer and Listing Details 98 B. Plan of Distribution 99 C. Markets 99 D. Selling Shareholders 99 E.

Dilution

Dilution 99 F. Expenses of the Issue 99 ITEM 10. ADDITIONAL INFORMATION 99 A. Share Capital 99 B. Articles of Association 99 C. Material Contracts 99 D. Exchange Controls 99 E. Taxation 99 F. Dividends and Paying Agents 106 G. by Experts 106 H. Documents on Display 106 I. Subsidiary Information 106 J. Annual Report to Security Holders 106 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 106 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 106 A. Debt Securities 106 B. Warrants and rights 106 C. Other Securities 106 D. American Depositary Shares 106 PART II 107 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 107 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 107 ITEM 15. CONTROLS AND PROCEDURES 107 ITEM 16. [RESERVED] 108 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 108 ITEM 16B. CODE OF ETHICS 108 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 108 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 108 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 108 ITEM 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 108 ITEM 16G. CORPORATE GOVERNANCE 109 ITEM 16H. MINE SAFETY DISCLOSURE 111 ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 111 ITEM 16J INSIDER TRADING POLICIES 111 ITEM 16K CYBERSECURITY 111 PART III 112 ITEM 17. FINANCIAL 112 ITEM 18. FINANCIAL 112 ITEM 19. EXHIBITS 112

SIGNATURES

SIGNATURES 114 ii INTRODUCTION We are an 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. Our customers include tier one over-the-top, or 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 Beamr Quality Measure, or BQM, that is highly correlated with the human visual system. BQM is integrated into our Content Adaptive Bitrate, or 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". 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. In February 2024, we launc

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS Certain information included or incorporated by reference in this Annual Report on Form 20-F may be deemed to be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Forward-looking statements are often characterized by the use of forward-looking terminology such as "may," "will," "expect," "anticipate," "estimate," "continue," "believe," "should," "intend," "project" or other similar words, but are not the only way these statements are identified. These forward-looking statements may include, but are not limited to, statements relating to our objectives, plans and strategies, statements that contain projections of results of operations or of financial condition, expected capital needs and expenses, statements relating to the research, development, completion and use of our products, and all statements (other than statements of historical facts) that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future. Forward-looking on assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. Important factors that could cause actual results, developments and business decisions to differ materially from those anticipated in these forward-looking our business, development and operating goals and strategies and plans for the development of existing and new businesses, ability to implement such strategies and plans and expected time; our future business development, financial condition and results of operations; the commercialization and market acceptanc

financial statements in U.S. dollars

financial statements in U.S. dollars. Our fiscal year ends on December 31 of each year. Our most recent fiscal year ended on December 31, 2023. Certain figures included in this Annual Report have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them. EMERGING GROWTH COMPANY STATUS We are an "emerging growth company," as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. vi In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 13(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, for complying with new or revised accounting standards. We have elected to opt out of this extended transition period and, as a result, we are required to comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Under federal securities laws, our decision to opt out of the extended transition pe

IDENTITY OF DIRECTORS, SENIOR

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS Not applicable.

OFFER STATISTICS AND EXPECTED

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable.

KEY INFORMATION

ITEM 3. KEY INFORMATION A. Reserved. B. Capitalization and Indebtedness Not applicable. C. Reasons for the Offer and Use of Proceeds Not applicable. D. Risk Factors You should carefully consider the risks described below, together with all of the other information in this Annual Report on Form 20-F. The risks and uncertainties described below are those significant risk factors, currently known and specific to us, that we believe are relevant to an investment in our securities. Additional risks and uncertainties not currently known to us or that we now deem immaterial may also harm us. If any of these risks materialize, our business, results of operations or financial condition could suffer, and the price of our ordinary shares could decline substantially. Summary Risk Factors Investing in our ordinary shares involves a high degree of risk, as fully described below. The principal factors and uncertainties that make investing in our ordinary shares risky, include, among others: Risks Related to Our Business and Industry We have a history of losses and may not be able to achieve or maintain profitability. We will need to raise additional capital to meet our business requirements in the future, and such capital raising may be costly or diff

View Full Filing

View this 20-F filing on SEC EDGAR