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Brenmiller Energy Ltd SEC Filings

BNRG NASDAQ

Welcome to our dedicated page for Brenmiller Energy SEC filings (Ticker: BNRG), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.

The Brenmiller Energy Ltd. (Nasdaq: BNRG) SEC filings page on Stock Titan provides access to the company’s regulatory disclosures as a foreign private issuer. Brenmiller files annual reports on Form 20-F and current reports on Form 6-K, which together describe its thermal energy storage (TES) business, capital structure, governance, and material developments related to its bGen ZERO thermal battery projects.

Through these filings, investors can review details of Brenmiller’s financing arrangements, such as the securities purchase agreement with Alpha Capital Anstalt for up to $25 million in preferred shares, pre-funded warrants, and ordinary warrants, as well as subsequent amendments and equity closings. Filings also cover the use of proceeds for general corporate purposes, working capital, and execution of TES projects across Europe, the U.S., and the Middle East.

Company 6-K reports incorporate press releases on topics including first-half financial results, project milestones at industrial and utility sites, and awards and funding decisions from European Union programs. Other filings document governance actions, such as appointments of independent directors, updates to the Articles of Association, and changes to the compensation policy for office holders.

On Stock Titan, these SEC documents are supplemented with AI-powered summaries that explain the key points of lengthy filings, helping users quickly understand items like capital raises, project-related disclosures, and board decisions. Real-time updates from EDGAR ensure that new Brenmiller 6-K and 20-F filings, along with exhibits such as financial statements and management’s discussion and analysis, are available as soon as they are submitted. This page is a resource for tracking Brenmiller’s regulatory history, financing structure, and the formal reporting that underpins its TES-focused business.

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Brenmiller Energy Ltd. files a Form F-3 to register for resale up to 4,015,875 Ordinary Shares by a selling shareholder. The registration covers shares issuable on conversion and warrant exercises, and is for resale from time to time after the effective date.

The company states it will not receive proceeds from resale by the selling shareholder, although it will receive cash proceeds equal to the exercise price of any warrants that are exercised. Shares outstanding are listed as 1,496,311 Ordinary Shares as of February 23, 2026.

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Brenmiller Energy Ltd. closed an additional $1,000,000 funding round with Alpha Capital Anstalt through a new tranche under an existing securities purchase agreement. The company issued 1,000 preferred shares with a stated value of $1,000 each, convertible into ordinary shares at a fixed price of $2.541 per share, plus ordinary warrants to purchase 343,407 ordinary shares at an exercise price of $2.912 per share, exercisable immediately and expiring five years from first exercise. Net proceeds are earmarked for general corporate purposes, working capital and execution of thermal energy storage projects in Europe, the U.S. and the Middle East. The new pricing triggered anti-dilution adjustments, reducing the exercise price to $2.912 and increasing the number of underlying shares on several prior warrant series, and aligning the conversion price of previously issued preferred shares to $2.541 per share. These privately placed securities rely on U.S. registration exemptions, and the company has agreed to file a registration statement to cover resale of the ordinary shares underlying this February 2026 tranche.

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Brenmiller Energy Ltd. is implementing a 7-for-1 reverse share split of its issued and outstanding ordinary shares. The split is expected to take effect after market close on January 23, 2026, with the shares trading on a post-split basis on the Nasdaq Capital Market starting January 26, 2026 under the existing symbol BNRG.

After the reverse split, the number of outstanding ordinary shares will decrease from 5,010,962 to 715,852, consistent with the 7-for-1 ratio, while the authorized capital will remain at 150,000,000 ordinary shares and 25,000 preferred shares. Preferred shares will not be reduced; instead, their conversion ratio will be adjusted to reflect the split. No fractional shares will be issued, and fractional positions will be rounded to the nearest whole share based on the company’s articles.

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Filing
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Brenmiller Energy Ltd. held a Special General Meeting of Shareholders on January 13, 2026. The meeting was initially opened at 10:00 a.m. Israel time but had to be adjourned because there was not enough shareholder participation to meet the required quorum. The adjourned meeting was reconvened at 12:00 p.m. Israel time, at which point a quorum was present and shareholders approved the sole agenda item, as described in the previously distributed Notice and Proxy Statement.

This report on Form 6-K also states that it is incorporated by reference into several of the company’s existing Form F-3 and Form S-8 registration statements, meaning the information becomes part of those registration documents from the date of submission unless later superseded.

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Brenmiller Energy Ltd. is convening a Special General Meeting of Shareholders on January 13, 2026 at 10:00 a.m. Israel time. The meeting is intended for holders of the company’s ordinary shares.

Only shareholders of record who hold ordinary shares at the close of business on December 18, 2025 will be entitled to receive notice of, and vote at, the meeting and any postponements or adjournments. The company has prepared a Notice of Meeting, Proxy Statement and Proxy Card, which are provided as exhibits to this report and are incorporated by reference into several of its existing Form F-3 and Form S-8 registration statements.

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Brenmiller Energy Ltd. has filed a resale prospectus covering up to 6,643,356 ordinary shares for sale by a single selling shareholder, Alpha Capital Anstalt. These shares include ordinary shares issuable from 3,800 preferred shares convertible at $2.288 per share and ordinary warrants exercisable at $2.40 per share, plus additional shares equal to 200% of the maximum amounts issuable to account for potential anti-dilution adjustments.

All shares in this prospectus may be sold from time to time on Nasdaq under the symbol BNRG, and all sale proceeds will go to the selling shareholder. Brenmiller may receive cash only if the preferred shares are converted or the warrants are exercised. As of November 21, 2025, 3,859,800 ordinary shares were outstanding, so full conversion and exercise would significantly increase the share count and could add selling pressure and dilution for existing holders.

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Brenmiller Energy Ltd. filed Amendment No. 1 to a Form F-3 to register up to 6,643,356 ordinary shares for resale by the selling shareholder. The shares consist of stock issuable upon conversion of preferred shares and exercise of warrants, including additional amounts reflecting potential anti-dilution adjustments. The company states it is not selling any securities under this prospectus and will not receive proceeds from resales; it may receive cash only upon any preferred conversions at $2.288 per share and warrant exercises at $2.40 per share.

The amendment includes Rule 473(b) language for automatic effectiveness 20 days after filing under Section 8(a). Brenmiller’s ordinary shares trade on Nasdaq as “BNRG”; the last reported price was $1.40 on November 4, 2025. Shares outstanding were 3,859,800 as of November 5, 2025. A 9.99% beneficial ownership cap applies to conversions and exercises. The company notes prior Nasdaq compliance actions and highlights risks tied to potential dilution and listing standards.

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Brenmiller Energy Ltd. reported that its Board of Directors appointed Ms. Orna Ben Yosef as an independent director, effective November 1, 2025. She will also serve as a member of the Board’s audit committee from that date.

Ms. Ben Yosef, age 59, is currently Chief Financial Officer of Creator of All Ltd and has held senior finance positions including CFO of Therapin Ltd. and corporate controller at Mendelson Infrastructure and Industries Ltd. She also serves as an external director at Inter Industries Plus Ltd. (TASE: ININ) and P.C.B. Technologies Ltd. (TASE: PCBT), chairing key governance committees at Inter Industries Plus Ltd.

The company highlights her extensive experience in finance, accounting, corporate governance, and senior management of public industrial and technology companies as the basis for considering her well‑qualified to join the Board. The filing states she has no direct or indirect material interest in any related-party transaction that would require disclosure under Item 404(a) of Regulation S‑K.

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Alpha Capital Anstalt filed an amendment to Schedule 13G reporting beneficial ownership of 385,594 ordinary shares of Brenmiller Energy Ltd., representing 9.99% of the class based on 3,859,800 shares outstanding as of September 16, 2025. The filer is organized in Liechtenstein with principal address at Altenbach 8, FL-9490 Vaduz. The filing states Alpha Capital has sole voting and dispositive power over the 385,594 shares and notes a contractual 9.99% ownership restriction that prevents holding more upon full conversion or exercise of its securities. The filing includes a certification that the securities were not acquired to change or influence control of the issuer.

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FAQ

What is the current stock price of Brenmiller Energy (BNRG)?

The current stock price of Brenmiller Energy (BNRG) is $1.25 as of February 27, 2026.

What is the market cap of Brenmiller Energy (BNRG)?

The market cap of Brenmiller Energy (BNRG) is approximately 873.3K.

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