BrainsWay Ltd. Announces Pricing of Initial Public Offering of 2.5 Million American Depositary Shares

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JERUSALEM, Israel, April 16, 2019 – BrainsWay Ltd. (NASDAQ: BWAY and TASE:BRIN) (“BrainsWay”) today announced that it has priced its initial public offering of 2,500,000 American Depositary Shares (“ADSs”), each representing two ordinary shares of BrainsWay, at a public offering price of $11.00 per ADS. The gross proceeds to BrainsWay from the offering, before deducting the underwriting discounts and commissions and estimated offering expenses, are expected to be approximately $27.5 million.

The underwriters have been granted an option to purchase up to an additional 375,000 ADSs offered by BrainsWay for a period of 30 days after the date hereof.

The ADSs are expected to begin trading on the Nasdaq Global Market (“Nasdaq”) under the symbol “BWAY” on April 17, 2019, and the offering is expected to close on or about April 22, 2019, subject to customary closing conditions.

The ordinary shares of BrainsWay are listed on the Tel Aviv Stock Exchange (TASE) under the symbol “BRIN”. On April 15, 2019, the last reported sale price of BrainsWay’s ordinary shares on the TASE was NIS 19.65, or $5.52 per share (based on the exchange rate reported by the Bank of Israel on such date, which was NIS 3.561 = US$1.00).

In the offering, Cantor Fitzgerald & Co. is acting as book-running manager and the representative of the underwriters. Raymond James & Associates, Inc. and Oppenheimer & Co. Inc. are also acting as book-running managers, and Ladenburg Thalmann & Co. Inc. is acting as co-manager.

A registration statement relating to these securities was declared effective by the U.S. Securities and Exchange Commission on April 16, 2019. The offering is being made only by means of a prospectus (the “Prospectus”), copies of which may be obtained from the offices of: Cantor Fitzgerald & Co., Attention: Capital Markets, 499 Park Avenue, 6th floor, New York, New York 10022; Email: prospectus@cantor.com; or Raymond James & Associates, Inc., Attention: Equity Syndicate, 880 Carillon Parkway, St. Petersburg, Florida 33716; Phone: 800-248-8863; Email: prospectus@raymondjames.com; or from Oppenheimer & Co. Inc., Attention: Syndicate Prospectus Department, 85 Broad Street, 26th Floor, New York, New York 10004; Phone: 212-667-8055; Email: equityprospectus@opco.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to their registration or qualification under the securities laws of any such state or jurisdiction.

About BrainsWay

BrainsWay is a commercial stage medical device company focused on the development and sale of non-invasive neuromodulation products using the Company’s proprietary Deep Transcranial Magnetic Stimulation (Deep TMS) technology for the treatment of major depressive disorder (MDD) and obsessive-compulsive disorder (OCD), for which BrainsWay received marketing authorization from the U.S. Food and Drug Administration (FDA) in 2013 (for MDD) and in August 2018 (for OCD). BrainsWay is currently conducting clinical trials of Deep TMS in other psychiatric, neurological and addiction disorders, including smoking cessation and post-traumatic stress disorder, and is planning trials for opioid addiction, fatigue in multiple sclerosis (MS) and post-stroke rehabilitation.