Please wait



Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox not checked   Rule 13d-1(c)
Checkbox not checked   Rule 13d-1(d)


SCHEDULE 13D/A 0002044428 XXXXXXXX LIVE 1 Ordinary Shares, par value NIS 0.04 per share; American Depository Shares ("ADSs"), each representing two Ordinary Shares 06/29/2025 false 0001505065 10501L106 BrainsWay Ltd. 16 Hartum Street, RAD Tower 14th floor, Har HaHotzum Jerusalem L3 9777516 Antonio J. Gracias (312) 683-1900 c/o Valor Management LLC 320 North Sangamon Street, Suite 1200, Chicago IL 60607 0002044428 N Valor BrainsWay Holdings, LLC AF N DE 0.00 7207490.00 0.00 7207490.00 7207490.00 N 17.7 OO Amount reflects Ordinary Shares represented by ADSs, consisting of (i) 2,103,745 ADSs, representing 4,207,490 Ordinary Shares and (ii) warrants to purchase 1,500,000 ADSs, representing 3,000,000 Ordinary Shares. 0001887414 N Valor Siren Ventures II L.P. WC N DE 0.00 7207490.00 0.00 7207490.00 7207490.00 N 17.7 PN Amount reflects Ordinary Shares represented by ADSs, consisting of (i) 2,103,745 ADSs, representing 4,207,490 Ordinary Shares and (ii) warrants to purchase 1,500,000 ADSs, representing 3,000,000 Ordinary Shares. Y Valor Siren Partners II-A L.P. WC N DE 0.00 7207490.00 0.00 7207490.00 7207490.00 N 17.7 PN Amount reflects Ordinary Shares represented by ADSs, consisting of (i) 2,103,745 ADSs, representing 4,207,490 Ordinary Shares and (ii) warrants to purchase 1,500,000 ADSs, representing 3,000,000 Ordinary Shares. Y Valor Siren Partners II-B L.P. WC N DE 0.00 7207490.00 0.00 7207490.00 7207490.00 N 17.7 PN Amount reflects Ordinary Shares represented by ADSs, consisting of (i) 2,103,745 ADSs, representing 4,207,490 Ordinary Shares and (ii) warrants to purchase 1,500,000 ADSs, representing 3,000,000 Ordinary Shares. Y Valor SV Associates II L.P. OO N DE 0.00 7207490.00 0.00 7207490.00 7207490.00 N 17.7 HC Amount reflects Ordinary Shares represented by ADSs, consisting of (i) 2,103,745 ADSs, representing 4,207,490 Ordinary Shares and (ii) warrants to purchase 1,500,000 ADSs, representing 3,000,000 Ordinary Shares. Y Valor SV Capital II LLC OO N DE 0.00 7207490.00 0.00 7207490.00 7207490.00 N 17.7 HC Amount reflects Ordinary Shares represented by ADSs, consisting of (i) 2,103,745 ADSs, representing 4,207,490 Ordinary Shares and (ii) warrants to purchase 1,500,000 ADSs, representing 3,000,000 Ordinary Shares. 0001822428 N Valor Management L.P. OO N DE 0.00 7207490.00 0.00 7207490.00 7207490.00 N 17.7 HC Amount reflects Ordinary Shares represented by ADSs, consisting of (i) 2,103,745 ADSs, representing 4,207,490 Ordinary Shares and (ii) warrants to purchase 1,500,000 ADSs, representing 3,000,000 Ordinary Shares. 0001846237 N Valor Management LLC OO N DE 0.00 7207490.00 0.00 7207490.00 7207490.00 N 17.7 IA Amount reflects Ordinary Shares represented by ADSs, consisting of (i) 2,103,745 ADSs, representing 4,207,490 Ordinary Shares and (ii) warrants to purchase 1,500,000 ADSs, representing 3,000,000 Ordinary Shares. Y Valor Funds Group LLC OO N DE 0.00 7207490.00 0.00 7207490.00 7207490.00 N 17.7 HC Amount reflects Ordinary Shares represented by ADSs, consisting of (i) 2,103,745 ADSs, representing 4,207,490 Ordinary Shares and (ii) warrants to purchase 1,500,000 ADSs, representing 3,000,000 Ordinary Shares. 0001603104 N Jonathan Shulkin PF OO N X1 536494.00 7207490.00 536494.00 7207490.00 7743984.00 N 19.0 IN Aggregate amount reflects Ordinary Shares represented by ADSs, consisting of (i) 2,371,992 ADSs, representing 4,743,984 Ordinary Shares and (ii) warrants to purchase 1,500,000 ADSs, representing 3,000,000 Ordinary Shares. 0001495158 N Antonio Gracias PF OO N X1 487000.00 7207490.00 487000.00 7207490.00 7694490.00 N 18.9 IN Aggregate amount reflects Ordinary Shares represented by ADSs, consisting of (i) 2,347,245 ADSs, representing 4,694,490 Ordinary Shares and (ii) warrants to purchase 1,500,000 ADSs, representing 3,000,000 Ordinary Shares. Ordinary Shares, par value NIS 0.04 per share; American Depository Shares ("ADSs"), each representing two Ordinary Shares BrainsWay Ltd. 16 Hartum Street, RAD Tower 14th floor, Har HaHotzum Jerusalem L3 9777516 This Amendment No. 1 to Schedule 13D is being filed by the Reporting Persons named herein and amends and supplements the original Schedule 13D of the Reporting Persons filed on November 13, 2024 (the "Original Schedule 13D"). Unless otherwise defined herein, all capitalized terms used herein shall have the meanings given to them in the Original Schedule 13D. Except as amended hereby, the information set forth in the Original Schedule 13D remains unchanged. Item 4 of the Original Schedule 13D is hereby supplemented as follows: On June 29, 2025, Valor BrainsWay and the Issuer entered into an Amendment No. 1 to Warrant to Purchase American Depositary Shares, which, among other things, amended certain provisions of the Warrant to Purchase American Depositary Shares issued to Valor BrainsWay on November 5, 2024 to remove certain cashless exercise provisions. The responses of the Reporting Persons to Rows (7) through (11) of the cover pages of this Statement are incorporated herein by reference. Beneficial ownership of Shares over which Mr. Shulkin has sole voting and dispositive power are held through an entity of which he is the sole owner. The percent of class reported as beneficially owned on the cover pages of this Statement is based on 37,738,456 Ordinary Shares outstanding as of March 31, 2025 (as reported by the Issuer in its Registration Statement on Form F 3 filed on April 22, 2025) and is calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. The responses of the Reporting Persons to Rows (7) through (11) of the cover pages of this Statement are incorporated herein by reference. Beneficial ownership of Shares over which Mr. Shulkin has sole voting and dispositive power are held through an entity of which he is the sole owner. The percent of class reported as beneficially owned on the cover pages of this Statement is based on 37,738,456 Ordinary Shares outstanding as of March 31, 2025 (as reported by the Issuer in its Registration Statement on Form F 3 filed on April 22, 2025) and is calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. None of the Reporting Persons has effected any transactions in the ADSs or Ordinary Shares during the past 60 days. No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares. Not applicable. The information included in Item 4 is incorporated by reference herein. Item 7 of the Original Schedule 13D is hereby supplemented to add the following additional exhibits: Exhibit Description 99.7 Amendment No. 1 to Warrant to Purchase American Depositary Shares 99.8 Joint Filing Agreement dated as of July 1, 2025 among the Reporting Persons Valor BrainsWay Holdings, LLC /s/ Jonathan Shulkin Jonathan Shulkin, Authorized Signatory 07/01/2025 Valor Siren Ventures II L.P. /s/ Antonio J. Gracias Antonio J. Gracias, CEO 07/01/2025 Valor Siren Partners II-A L.P. /s/ Antonio J. Gracias Antonio J. Gracias, CEO 07/01/2025 Valor Siren Partners II-B L.P. /s/ Antonio J. Gracias Antonio J. Gracias, CEO 07/01/2025 Valor SV Associates II L.P. /s/ Antonio J. Gracias Antonio J. Gracias, CEO 07/01/2025 Valor SV Capital II LLC /s/ Antonio J. Gracias Antonio J. Gracias, CEO 07/01/2025 Valor Management L.P. /s/ Antonio J. Gracias Antonio J. Gracias, CEO 07/01/2025 Valor Management LLC /s/ Antonio J. Gracias Antonio J. Gracias, CEO 07/01/2025 Valor Funds Group LLC /s/ Antonio J. Gracias Antonio J. Gracias, Managing Member 07/01/2025 Jonathan Shulkin /s/Jonathan Shulkin Jonathan Shulkin 07/01/2025 Antonio Gracias /s/Antonio J. Gracias Antonio J. Gracias 07/01/2025