Brainsway Ltd.

Foreign Filer Report • Aug 13, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington,, D..C.. 2200554499

FORM 66--K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 1133a--1166 OR 1155d--1166 UNDER THE SECURITIES EXCHANGE ACT OF 11993344

For the month of August 22002255

Commission File Number:: 000011--3355116655

BRAINSWAY LTD..

((Translation of registrant''s name into English))

1166 Hartum Street RAD Tower,, 1144th Floor Har HaHotzvim Jerusalem,, 99777777551166,, Israel ((++997722--22)) 558822--44003300

((Address and telephone number of Registrant's principal executive office))

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 2200 --F or Form 4400--F.. Form 2200--F [ X ] Form 4400--F [ ]

This Form 66--K is incorporated by reference into the Company''s Registration Statement on Form S --88 filed with the Securities and Exchange Commission on April 2222,, 22001199 ((Registration No.. 333333 -- 223300997799)) and the Company''s Registration Statements on Form F--33 filed with the Securities and Exchange Commission on July 2222,, 22002244 ((Registration No.. 333333 --228800993344)) and on April 2222,, 22002255 ((Registration No.. 333333--228866667722))..

EXHIBIT INDEX

Exhibit Number Description 9999..11 Press Release dated August 1133,, 22002255

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 11993344,, the registrant has duly caused this report to be signed on its behalf by the undersigned,, thereunto duly authorized..

BRAINSWAY LTD.. ((Registrant))

Date:: August 1133,, 22002255 //s// Hadar Levy

Hadar Levy Chief Executive Officer

EXHIBIT 9999..11

BrainsWay Reports Second Quarter 22002255 Financial Results and Operational Highlights

Achieved record quarterly revenue of \$\$1122..66 million in Q22 22002255,, an increase of 2266%% compared to Q22 22002244

Operating profit totaled \$\$00..66 million and Adjusted EBITDA rose to \$\$11..55 million,,

Raised full--year 22002255 Revenue and EBITDA guidance

Remaining performance obligations increased by 2255%% YOY to \$\$6622 million

Conference call to be held today at 88::3300 AM ET

BURLINGTON,, Mass.. and JERUSALEM,, Aug.. 1133,, 22002255 ((GLOBE NEWSWIRE)) ---- BrainsWay Ltd.. ((NASDAQ && TASE:: BWAY)) (( "BrainsWay" or the "Company")),, a global leader in advanced noninvasive neurostimulation treatments for mental health disorders,, today reported second quarter 22002255 financial results and provided an operational update..

Recent Financial and Operational Highlights

• Revenue in the second quarter of 22002255 increased 2266%% to \$\$1122..66 million,, compared to the second quarter of 22002244..
• Of recent customer engagements,, approximately 7700%% are structured as multi --year lease agreements;; the Company currently has \$\$6622 million in remaining performance obligations from customers under signed multi--year contracts..
• Shipped a net total of 8888 Deep TMS™ systems in the second quarter of 22002255,, a 3355%% increase compared to the same period last year.. Total installed base now stands at 11,,552222 systems..
• Gross margin for the second quarter of 22002255 was 7755%%,, the same as in the prior year period..
• Operating income for the second quarter of 22002255 was \$\$00..66 million,, the same as in the prior year period..
• Adjusted EBITDA¹¹ for the second quarter of 22002255 increased 1166%% to \$\$11..55 million,, compared to \$\$11..33 million for the second quarter of 22002244..
• Net profit for the second quarter of 22002255 increased 223333%% to \$\$22..00 million,, compared to \$\$00..66 million for the second quarter of 22002244..
• As of June 3300,, 22002255,, cash,, cash equivalents,, restricted cash,, and short--term deposits totaled \$\$7788..33 million..
• Entered an equity financing transaction with Stella MSO,, LLC,, a management services organization servicing more than 2200 mental health clinics across US and Israel that have treated over 3300,,000000 patients to date..
  • » Actively seeking to ramp up this strategic initiative with additional minority equity investments in high --performing mental health providers;; partnered with Valor Equity Partners to identify additional clinical targets..
• Company submitted data to the FDA from its randomized,, multicenter U..S.. clinical trial evaluating an accelerated Deep TMS treatment protocol versus the current standard--of--care Deep TMS protocol..
• Continued progress with Israel Ministry of Defense 's Rehabilitation Department in qualifying patients with post --traumatic stress disorder ((PTSD)) for Deep TMS..

11 See Adjusted EBITDA details and reconciliation table in the appendix below..

Full--Year 22002255 Financial Guidance

_________________________

Based on the strength of its results to date,, improved visibility and business momentum,, the company raises its full --year 22002255 revenue guidance to between \$\$5500 million and \$\$5522 million with operating income of 44%% to 55%% and Adjusted EBITDA of 1122%% to 1133%%.. Previous guidance expected 22002255 revenues of between \$\$4499 million and \$\$5511 million,, operating income of 33%% to 44%% and Adjusted EBITDA of 1111%% to 1122%%..

"BrainsWay's second quarter results were strong,, demonstrating momentum across our core market and successful execution of our growth strategy.. The stable growth in our business reflects the recurring revenue streams we have built over the past few years through multi --year agreements.. These agreements now make up approximately 7700%% of our new installed base.. Additionally,, we were proud to achieve an extensive order of systems with a multi --phased delivery plan through the end of the year by a fast --growing U..S.. mental health network in the western and southeastern U..S.. As a result of the team 's steady focus on execution,, we have been able to establish a well--known and trusted brand,, while also establishing Deep TMS as the leading technology in the industry,, " said Hadar Levy,, BrainsWay's Chief Executive Officer..

"Our successes to date have given rise to exciting new opportunities,, including our strategic initiative aimed at securing minority equity investments in high - performing mental health providers.. This program has already led to several opportunities currently being explored,, and we are working to rapidly close the next round of investments.. As evidenced from the initial feedback we received,, we believe this strategic initiative will significantly increase awareness among patients of the benefits of transformative care,, including from our Deep TMS technology.. This is an exciting time for us as a company and we look forward to keeping you apprised of our progress,," concluded Mr.. Levy..

Call and Webcast

BrainsWay's management will host a conference call on Wednesday,, August 1133,, 22002255,, at 88::3300 a..m.. Eastern Time to discuss these results and answer questions..

Wednesday,, August 1133,, 22002255,, at 88::3300 AM Eastern Time::

United States::	11--887777--330000--88552211
International::	11--441122--331177--66002266
Israel::	11--8800--992211--22337733
Conference ID::	1100220011228877
Webcast::	Link

The conference call will be broadcast live and will be available for replay for 3300 days on the Company 's website,, https::////investors..brainsway..com//events --and- presentations//event--calendar.. Please access the Company's website at least 1100 minutes ahead of the conference call to register..

Non--IFRS Financial Measures

In addition to our results determined in accordance with International Financial Reporting Standards ((IFRS)),, including in particular operating profit and net profit,, we believe that Adjusted EBITDA,, a non --IFRS measure,, is useful in evaluating our operating performance.. We define Adjusted EBITDA as net profit adjusted for depreciation and amortization,, finance income,, finance expenses,, income taxes,, cost of share--based payments,, and one--time restructuring and litigation expenses..

In addition to operating income ((loss)) and net income ((loss)),, we use Adjusted EBITDA as a measure of operational efficiency.. We believe that this non --IFRS financial measure is useful to investors for period--to--period comparisons of our business and in understanding and evaluating our operating results for the following reasons::

• Adjusted EBITDA is widely used by investors and securities analysts to measure a company 's operating performance without regard to items such as stock--based compensation expenses,, depreciation and amortization,, finance expenses,, income taxes,, and certain one --time items such as restructuring and litigation expenses,, that can vary substantially from company to company depending upon their financing,, capital structures and the method by which assets were acquired..
• Our management uses Adjusted EBITDA in conjunction with IFRS financial measures for planning purposes,, including the preparation of our annual operating budget,, as a measure of operating performance and the effectiveness of our business strategies and in communications with our board of directors concerning our financial performance;; and Adjusted EBITDA provides consistency and comparability with our past financial performance,, facilitates period--to--period comparisons of operations,, and also facilitates comparisons with other peer companies,, many of which use similar non --IFRS or non -- GAAP financial measures to supplement their IFRS or GAAP results..

Adjusted EBITDA,, however,, should not be considered as an alternative to operating profit ((loss)) or net profit ((loss)) for the period and may not be indicative of the historic operating results of the Company;; nor is it meant to be predictive of potential future results.. Adjusted EBITDA is not a measure of financial performance under IFRS and may not be comparable to other similarly titled measures for other companies.. A reconciliation between the Company 's net profit ((loss)) and Adjusted EBITDA is presented in the attached summary financial statements..

Because of these and other limitations,, you should consider Adjusted EBITDA along with other IFRS --based financial performance measures,, including net profit ((loss)) and our IFRS financial results..

About BrainsWay

BrainsWay is a global leader in advanced noninvasive neurostimulation treatments for mental health disorders.. The Company is boldly advancing neuroscience with its proprietary Deep Transcranial Magnetic Stimulation ((Deep TMS™)) platform technology to improve health and transform lives.. BrainsWay is the first and only TMS company to obtain three FDA--cleared indications backed by pivotal clinical studies demonstrating clinically proven efficacy.. Current indications include major depressive disorder ((including reduction of anxiety symptoms,, commonly referred to as anxious depression)),, obsessive --compulsive disorder,, and smoking addiction.. The Company is dedicated to leading through superior science and building on its unparalleled body of clinical evidence.. Additional clinical trials of Deep TMS in various psychiatric,, neurological,, and addiction disorders are underway.. Founded in 22000033,, with operations in the United States and Israel,, BrainsWay is committed to increasing global awareness of and broad access to Deep TMS.. For the latest news and information about BrainsWay,, please visit www..brainsway..com..

Forward--Looking Statement

This press release contains "forward--looking statements" within the meaning of the Private Securities Litigation Reform Act of 11999955.. Such statements may be preceded by the words "intends,," " may,," " will,," " plans,," " expects,," " anticipates,," " projects,," " predicts,," " estimates,," " aims,," " believes,," " hopes,," "potential" or similar words,, and also includes any financial guidance and projections contained herein.. These forward --looking statements and their implications are based on the current expectations of the management of the Company only and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward --looking statements.. In addition,, historical results or conclusions from scientific research and clinical studies do not guarantee that future results would suggest similar conclusions or that historical results referred to herein would be interpreted similarly in light of additional research or otherwise.. The following factors,, among others,, could cause actual results to differ materially from those described in the forward --looking statements:: inadequacy of financial resources to meet future capital requirements;; changes in technology and market requirements;; delays or obstacles in launching and//or successfully completing planned studies and clinical trials;; failure to obtain approvals by regulatory agencies on the Company 's anticipated timeframe,, or at all;; inability to retain or attract key employees whose knowledge is essential to the development of Deep TMS products;; unforeseen difficulties with Deep TMS

products and processes,, and//or inability to develop necessary enhancements;; unexpected costs related to Deep TMS products;; failure to obtain and maintain adequate protection of the Company 's intellectual property,, including intellectual property licensed to the Company;; the potential for product liability;; changes in legislation and applicable rules and regulations;; unfavorable market perception and acceptance of Deep TMS technology;; inadequate or delays in reimbursement from third--party payers,, including insurance companies and Medicare;; inability to commercialize Deep TMS,, including internationally,, by the Company or through third--party distributors;; product development by competitors;; inability to timely develop and introduce new technologies,, products and applications,, which could cause the actual results or performance of the Company to differ materially from those contemplated in such forward --looking statements..

Any forward--looking statement in this press release speaks only as of the date of this press release.. The Company undertakes no obligation to publicly update or review any forward --looking statement,, whether as a result of new information,, future developments or otherwise,, except as may be required by any applicable securities laws.. More detailed information about the risks and uncertainties affecting the Company is contained under the heading "Risk Factors" in the Company's filings with the U..S.. Securities and Exchange Commission..

Contacts::

BrainsWay:: Ido Marom Chief Financial Officer Ido..Marom@BrainsWay..com

Investors::

Brian Ritchie LifeSci Advisors LLC britchie@lifesciadvisors..com

BRAINSWAY LTD.. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL POSITION U..S.. dollars in thousands

	June 3300,, 22002255	December 3311,, 22002244
ASSETS	((Unaudited))	((Audited))
Current Assets
Cash and cash equivalents	\$\$ 6677,,991122	\$\$ 6699,,334455
Restricted cash	225511	227711
Short--term deposits	1100,,008877	--
Trade receivables,, net	33,,887711	44,,559966
Inventory	44,,119900	44,,442266
Other current assets	33,,117799	11,,003322
	8899,,449900	7799,,667700
Non--Current Assets
Investments in financial assets	55,,000000	--
System components	22,,664411	11,,770077
Leased systems,, net	44,,440033	33,,995599
Other property and equipment,, net	881122	775522
Right--of--use assets	55,,331188	55,,553300
Other long--term assets	33,,990000	22,,669988
	2222,,007744	1144,,664466
	\$\$ 111111,,556644	\$\$ 9944,,331166
LIABILITIES AND EQUITY
Current Liabilities
Trade payables	\$\$ 11,,220099	\$\$ 22,,886688
Deferred revenues	1155,,664466	44,,443344
Liability in respect of government grants	11,,440011	11,,229933
Current maturities of lease liabilities	991111	882244
Other accounts payable	66,,334411	55,,992277
	2255,,550088	1155,,334466

Non--Current Liabilities

	33,,662255
	55,,880033
	44,,880000
	22,,442299
	1166,,665577
441155	441133
115588,,339988	115577,,559977
44,,662288	44,,887722
22,,112266	--
((22,,118888))	((22,,118888))
((9955,,224477))	((9988,,338811))
6688,,113322	6622,,331133
	9944,,331166
	77,,110044 55,,660011 55,,221199 -- 1177,,992244 \$\$ 111111,,556644 \$\$

BRAINSWAY LTD.. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE PROFIT ((LOSS)) U..S.. dollars in thousands ((except per share data))

	For the three months ended June 3300,,					For the six months ended June 3300,,
		22002255		22002244		22002255		22002244
			((Unaudited))					((Unaudited))
Revenues	\$\$	1122,,663322 \$\$		1100,,000055 \$\$		2244,,116688 \$\$		1199,,110000
Cost of revenues		33,,113333		22,,446688		66,,005599		44,,775511
Gross profit		99,,449999		77,,553377		1188,,110099		1144,,334499
Research and development expenses,, net		22,,334444		11,,771111		44,,667766		33,,333377
Selling and marketing expenses		44,,994400		33,,779966		99,,110022		77,,662233
General and administrative expenses		11,,663377		11,,444444		33,,117777		22,,771100
Total operating expenses		88,,992211		66,,995511		1166,,995555		1133,,667700
Operating profit		557788		558866		11,,115544		667799
Finance income		22,,330033		551188		33,,441144		11,,111155
Finance Expense		778844		440011		11,,220077		880088
Profit before income taxes		22,,009977		770033		33,,336611		998866
Income taxes		7700		110033		222277		227755
Net profit and total comprehensive profit	\$\$	22,,002277 \$\$		660000 \$\$		33,,113344 \$\$		771111
Basic net income per share	\$\$	000055 \$\$		000022 \$\$		000088 \$\$		000022
Diluted net income per share	\$\$	000055 \$\$		000022 \$\$		000077 \$\$		000022

BRAINSWAY LTD.. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

U..S.. dollars in thousands

	For the three months ended June 3300,,					For the six months ended June 3300,,
		22002255	22002244		22002255 22002244
			((Unaudited))				((Unaudited))
Cash flows from operating activities::
Total comprehensive profit	\$\$	22,,002277	\$\$	660000	\$\$	33,,113344	\$\$	771111
Adjustments to reconcile net profit to net cash provided by operating activities::
Adjustments to profit or loss items::
Depreciation and amortization		118800		5588		337711		112200
Depreciation of leased systems		220088		224400		441111		449955
Impairment and disposal of inventory and system components		((4400))		339911		116688		664422
Finance income,, net		((11,,551199))		((111177))		((22,,220077))		((330077))
Cost of share based payment		222277		336644		555522		666699
Income taxes		7700		110033		222277		227755
Total adjustments to reconcile profit		((887744))		11,,003399		((447788))		11,,889944
Changes in asset and liability items::
Decrease ((increase)) in inventory		449988		((5544))		442255		((110077))
Decrease ((increase)) in trade receivables		33,,117766		445544		882277		((112200))
Decrease ((increase)) in other current assets		334422		((223333))		226644		3311
Increase ((decrease)) in trade payables		((995500))		773300		((11,,669900))		888800
Decrease in other accounts payable		((445544))		((116655))		((883388))		((553300))
Increase ((decrease)) in deferred revenues		88,,337799		((772211))		1144,,669911		11,,220033
Total changes in asset and liability		1100,,999911		1111		1133,,667799		11,,335577
Cash paid and received during the period for::
Interest paid		4444		((1122))		((5544))		((2233))
Interest received		883355		770044		11,,774488		11,,558811
Income taxes paid		((664400))		((999944))		((663366))		((999944))
Total cash paid and received during the period		223399		((330022))		11,,005588		556644
Net cash provided by operating activities::		1122,,338833		11,,334488		1177,,339933		44,,552266
Cash flows from investing activities::
Purchase of property and equipment and system components,, net		((11,,116666))		((884477))		((22,,220099))		((11,,557711))
Withdrawal of restricted cash		2200		--		2200
Proceeds from lease assets		--		2200		--		4400
Purchase of financial assets measured at fair value		((55,,000000))		--		((55,,000000))		--
Proceeds from short--term bank deposits		--		3355,,000000		--		3355,,000000
Investment in short--term bank deposits		((1100,,000000))		--		((1100,,000000))		--
Withdrawal of ((investment in)) long--term deposits,, net		228877		2255		((663366))		1199
Net cash provided by ((used in)) investing activities		((1155,,885599))		3344,,119988		((1177,,882255))		3333,,448888
Cash flows from financing activities::
Repayment of liability in respect of research and development grants		((33))		--		((664411))		((553322))
Exercise of share options		--		1199		--		1199
Repayment of lease liability		((226611))		((5544))		((337788))		((111111))
Net cash used in financing activities		((226644))		((3355))		((11,,001199))		((662244))
Exchange rate differences on cash and cash equivalents		5511		((2299))		1188		((4466))
Increase ((decrease)) in cash and cash equivalents		((33,,668899))		3355,,448822		((11,,443333))		3377,,334444
Cash and cash equivalents at the beginning of the period		7711,,660011		1122,,338822		6699,,334455		1100,,552200
Cash and cash equivalents at the end of the period	\$\$	6677,,991122	\$\$	4477,,886644	\$\$	6677,,991122	\$\$	4477,,886644
((a)) Significant non cash transactions::
Change in prepaid expenses recognized with corresponding liability	\$\$	11,,662222	\$\$	--	\$\$	11,,448877	\$\$	--
Right--of--use asset recognized with corresponding lease liability	\$\$	117700	\$\$	110099	\$\$	119977	\$\$	118811

BRAINSWAY LTD..

A reconciliation of Adjusted EBITDA to net profit,, the most directly comparable IFRS measure,, is set forth below:: U..S.. dollars in thousands ((except share and per share data))

	For the three months ended June 3300,,				For the six months ended June 3300,,
		22002255		22002244		22002255		22002244
			((Unaudited))				((Unaudited))
Net profit and total comprehensive profit	\$\$	22,,002277	\$\$	660000	\$\$	33,,113344	\$\$	771111
Finance income,, net		((11,,551199))		((111177))		((22,,220077))		((330077))
Income taxes		7700		110033		222277		227755
Depreciation and amortization		118800		5588		337711		112200
Depreciation of leased systems		220088		224400		441111		449955
Cost of share based payment		222277		336644		555522		666699
Restructuring and litigation Cost		225588		--		225588		--
Adjusted EBITDA	\$\$	11,,445511	\$\$	11,,224488	\$\$	22,,774466	\$\$	11,,996633