Business Context and Reporting Period
This Form 6-K filing by Brainsway Ltd. is dated September 16, 2019. The report addresses a corporate governance matter regarding the Company's Amended and Restated Articles of Association following a shareholder meeting held on January 24, 2019.
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report is non-financial in nature and focuses solely on corporate bylaws.
Material Changes
The Company disclosed that it failed to obtain the required special majority of shareholders to amend Article 7 and Article 82 of its Articles of Association at the January 24, 2019 meeting. Consequently, the Company has issued corrected Articles of Association that do not reflect the proposed amendments regarding:
- Article 7: Requirements for a special majority to amend Articles 77 to 83.
- Article 82: Requirements for a special majority to remove a director prior to the end of their term.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or management commentary on business operations. The primary risk disclosed relates to the failure to implement specific governance changes intended to restrict amendments to certain articles and director removal procedures without a special majority vote.
Key Facts for Investor Verification
- Verify the current status of the Amended and Restated Articles of Association to confirm the deletion of the proposed amendments to Articles 7 and 82.
- Confirm that the corrected Articles of Association (Exhibit 99.1) are the governing documents for the Company.
- Note that this filing is incorporated by reference into the Company's Registration Statement on Form S-8 filed on April 22, 2019.