Beamr Imaging Ltd 2025年年度报告和过渡报告

FORM20-F ☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31,2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report ____________ Commission File No.:001-41523 Beamr Imaging Ltd.(Exact name of registrant as specified in its charter) Translation of registrant’s name into English:Not applicable 10 HaManofim StreetHerzeliya,4672561,IsraelTel: +1-888-520-8735 (Jurisdiction of incorporation or organization) (Address of principal executive offices) Sharon CarmelChief Executive Officersharon@beamr.com10 HaManofim StreetHerzeliya,4672561,Israel(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act: Securities registered or to be registered pursuant to Section 12(g) of the Act: None Number of outstanding shares of each of the issuer’s classes of capital or common stock as of December 31, 2024:15,518,794ordinary shares. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant toSection 13 or 15(d) of the Exchange Act of 1934. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theExchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months. Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or anemerging growth company. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Emerging Growth Company☒ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check markif the registrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards provided pursuant to Section 13(a) Exchange Act.☒ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by theregistered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentivebased compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in thisfiling. U.S. GAAP☒ International Financial Reporting Standards as issued by the International Accounting Standards Board☐ Other☐ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item theregistrant has elected to follow. ☐Item 17☐Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company. Yes☐No☒ TABLE OF CONTENTS PageINTRODUCTIONiiiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSivINDUSTRY AND MARKET DATAviPRESENTATION OF FINANCIAL INFORMATIONviEMERGING GROWTH COMPANY STATUSviTRADEMARKS AND TRADE NAMESviiGLOSSARY OF INDUSTRY TERMS AND CONCEPTSviiPART I1ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE1ITEM 3.KEY INFORMATION1A.Reserved1B.Capitalization and Indebtedness1C.Reasons for the Offer and Use of Proceeds1D.Risk Factors1ITEM 4.INFORMATION ON THE COMPANY43A.History and Development of the Company43B.Business Overview45C.Organizational Structure64D.Property, Plants and Equipment64ITEM 4A.UNRESOLVED STAFF COMMENTS64ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS64A.Operating Results69B.Liquidity and Capital Resources71C.Research and Development, Patents and Licenses74D.Trend Information74E.Critica