SCHEDULE: Valor Group Boosts Brainsway Stake to 13.7%

Valor BrainsWay Holdings, LLC exercised a warrant for 553,730 American Depository Shares of Brainsway Ltd., increasing its beneficial ownership to 13.7% of the company.

Summary

• Valor BrainsWay Holdings, LLC, along with affiliated reporting persons, filed an Amendment No. 2 to Schedule 13D.
• The filing reports the full exercise of a warrant to purchase American Depository Shares (ADSs) of Brainsway Ltd.
• The warrant, originally issued on November 5, 2024, allowed for the purchase of up to 1,500,000 ADSs, representing 3,000,000 Ordinary Shares.
• The exercise was conducted on a cashless basis, resulting in the issuance of 553,730 ADSs to Valor BrainsWay Holdings, LLC.
• The exercise price for the warrant was US$9.50686 per ADS, with the cashless calculation based on the ADS closing price on September 30, 2025.
• Following the exercise, the Valor group beneficially owns 5,314,950 Ordinary Shares, which represents 13.7% of Brainsway Ltd.'s outstanding Ordinary Shares.
• Jonathan Shulkin's aggregate beneficial ownership is 5,851,444 Ordinary Shares (15.0%), and Antonio Gracias's is 5,801,950 Ordinary Shares (14.9%).
• The total outstanding Ordinary Shares used for calculation is 38,906,186, which includes 37,798,726 shares as of June 30, 2025, plus the 1,107,460 Ordinary Shares (553,730 ADSs * 2) issued from the warrant exercise.

Sentiment

Score: 4

Explanation: The sentiment is neutral to slightly negative. While a major investor increasing their stake can be seen as positive, the cashless exercise results in dilution for existing shareholders without a direct cash infusion to the company. The lack of other strategic or financial updates keeps the score from being lower, but the dilution is a clear negative.

Positives

• Valor BrainsWay Holdings, LLC successfully exercised its warrant, securing additional equity in Brainsway Ltd.
• The cashless exercise mechanism allowed Valor to increase its stake without a direct cash outlay.
• Increased ownership by a significant investor group may signal confidence in the company's long-term prospects.

Negatives

• The cashless exercise of the warrant resulted in dilution for existing shareholders, as 1,107,460 new Ordinary Shares were issued.
• The exercise price of US$9.50686 per ADS might be higher than the current market price, depending on the closing price on September 30, 2025, which was used for the cashless calculation.

Risks

• Dilution of existing shareholders' equity and voting power due to the issuance of new shares from the warrant exercise.
• Potential downward pressure on share price if the market perceives the increased float or the terms of the cashless exercise unfavorably.

Future Outlook

The filing does not contain specific forward-looking statements or guidance regarding Brainsway Ltd.'s future performance or strategic direction, beyond the completion of the warrant exercise.

Industry Context

This filing reflects a significant investor group increasing its stake in a medical device company, Brainsway Ltd., which operates in the neuro-stimulation or brain health sector. Such an increase in ownership by a major investor could be seen as a vote of confidence in the company's technology or market position, potentially indicating a belief in future growth within the specialized medical technology industry.

Comparison to Industry Standards

• The filing does not provide specific data points or benchmarks to compare Brainsway Ltd.'s performance or the terms of this transaction against industry standards or comparable companies/projects. It focuses solely on the details of the warrant exercise and resulting ownership percentages.

Stakeholder Impact

• **Shareholders**: Experience dilution of their ownership percentage due to the issuance of new shares from the cashless warrant exercise.
• **Valor Group**: Increases its beneficial ownership and influence in Brainsway Ltd.

Next Steps

• Settlement of the warrant exercise, leading to the formal issuance of 553,730 ADSs to Valor BrainsWay Holdings, LLC.

Key Dates

Recommendation

The filing details a significant investor group increasing its stake through a cashless warrant exercise, which results in dilution for existing shareholders. While increased institutional ownership can be a positive signal, the dilution without a direct cash injection to the company is a neutral to slightly negative event. Without further financial or operational updates from Brainsway Ltd., a 'hold' recommendation is appropriate, advising investors to maintain their current position while monitoring future developments and the market's reaction to the increased float.

Keywords

Brainsway Ltd., Valor BrainsWay Holdings, Schedule 13D, Warrant Exercise, American Depository Shares, ADS, Ordinary Shares, Beneficial Ownership, Shareholder Stake, Dilution, SEC Filing, Investment, Biotechnology, Medical Devices