Brainsway Ltd.

M&A Activity • Jun 3, 2021

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO/A

(Amendment No. 1)

Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934

BRAINSWAY LTD.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Options to Purchase Ordinary Shares, Par Value NIS 0.04 Per Ordinary Share (Title of Class of Securities)

105011.106

(CUSIP Number of Class of Securities)

Menachem Klein, Esq. BrainsWay Ltd. 19 Hartum Street Bynet Building, 3rd Floor Har HaHotzvim Jerusalem, 9777518 Israel +972 (3) 582-4030 (Name, address and telephone number of persons authorized to receive notices and communications on behalf of filing persons)

Copies to:

Perry Wildes, Adv. Oded Bejarano, Adv. Gross & Co. One Azrieli Center Tel Aviv 6702100, Israel +972 (3) 607-4444

Rick A. Werner, Esq. Jayun Koo, Esq. Haynes and Boone, LLP 30 Rockefeller Plaza New York, New York 10112 (212) 659-7300

CALCULATION OF FILING FEE

Transaction Valuation(1) \$9.879.918.50	Amount of Filing Fee(2)
	\$1.077.90

• I outstanding options to purchase Ordinary Shares way Ld. (the "Issuer") that may be cliente of the offer will be tendered pursuant to this offer. This calculation assumes options to purchase an aggregate of 1,473,800 Ordinary Shares, having an tendered pulsually of S9,879,918.50 as of May 4, 2021, calculated based on the average of values using the binomial option pricing model, will be exchanged pursuant to this offer.
• 2 The amount of the filing fee, calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, equals The allouit of the ming rec, calculated in accordantee in the more of 0.01091% of the agend of alwaiin. The world of any other STOP. I be 151,000,000 of the aggegas amoun of the sole purpose of determining the filing fee and should not be used for any other purpose.
• Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offective for office Check the box it ally part of the fee is ofise as provitation statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: \$1,077.90 Form or Registration No .: Schedule TO-I Filing Party: BrainsWay Ltd. Date Filed: May 4, 2021

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

• third party tender offer subject to Rule 14d-1. E
• Issuer tender offer subject to Rule 13e-4. 风
• going-private transaction subject to Rule 13e-3. ロ
• amendment to Schedule 13D under Rule 13d-2. □

Check the following box if the filing is a final amendment reporting the results of the tender offer: 10

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

• D Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
• D Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Amendment No. 1 to the Tender Offer Statement on Schedule TO (this "Amends and Supplements the Tender Offer "Schedely (CC") by This Anehament No. I To the Teller Statence on Schound (the "SEC") on May 4, 2021 (the "Selection for New Ontinen with modifer BrainsWay Ltd., an Israeli company (the "Company"), in connections with its offer to exchange Eligibel (1) it is offer on official Draills way Lici, an Israel company (and " isible Options for New Options, dated May 4, 2021 (the "Exchange Offer").

This Amendment is being filed solely to amend "Item 4 – Terms of the Transaction" to reflect and report the fine he moments of the under the caption "Material Terms." Except as othernses noted below, no changes have been made to the seems manning as nives in the under the capion "Naterial Tems" Exchange Offer. All capitalized terms used herein have the same meanings as given in the Exchange Offer.

Terms of the Transaction. Item 4.

Item 4 of the Schedule TO is hereby amended by adding the following information under the caption "Material Terms":

The Exchange Offer expired at 5:00 p.m., Eastern Time, on Wednesday, June 2, 2021. Pursuant to the Exchange Offer, the Company accepted The excided of the expires to purchase an aggregate of 1,37 1,500 Ordinary Shares, representing approximately 93.00% of the fool of the fool of the fool Ordinary Shares underlying the Eligible Options. On June 2, 2021, following the Exchange Offer, the Company granted News Ordinary Shares uncerying the Engine Of the Company, pursual to terms of the Exchantlers'). The execuse artics per Ordinati Options to purchase 1,371,300 Ordinaty, planet of the Cline (together the "Plan"). The excesse pice per Ordinator of Cruinary of Incentive Plan, as alienced by on Amanded and Resulted 2017 is US\$ 4.675 (NIS 5.26 hased on Jones 25, 202 US\$) Ast 18, 191 dest 14 Share of the New Options granted to the CD not C (" ADS") of Brainsway, as reported on Natuary 25, 2021, the last day //3.202 (techg the closing price (ef American Populary of the "Board") of the Company), divide by 2 to reflect the of trading prior to the approval of the Exchange Offer by the "Doar " yo the eanf, or the expiration date, vesting schedule and other than exercise price) as the Eligible Option exchanged therefor.

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: June 3, 2021

BRAINSWAY LTD.

By: Isl Christopher von Jako

Christopher von Jako President and Chief Executive Officer