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BrenX Ltd. (BNRG) has filed a Form F-3 to register for resale up to 2,684,985 ordinary shares currently held or issuable to Alpha Capital Anstalt. The shares consist of stock issuable upon conversion of preferred shares (at conversion prices of $3.12 and $3.928), anti-dilution adjustment shares, and 893,769 shares issuable on exercise of ordinary warrants at an exercise price of $87.36.
This is a secondary offering; BrenX is not selling shares and will receive no proceeds from resales by Alpha, though it would receive cash if the warrants are exercised. As of August 31, 2026, 1,695,027 ordinary shares were outstanding and 3,159 preferred shares were outstanding, creating meaningful potential dilution and market overhang if converted and sold.
The registration follows a July 2025 private placement under a securities purchase agreement for up to $25 million, including three August 2026 tranches of $1,000 thousand each. That structure includes full-ratchet anti-dilution on certain preferred shares and warrants, which has already reduced the conversion price of earlier preferred shares to $3.12 and could further increase the number of shares issuable.
Risk disclosures emphasize (i) substantial registered resale volume relative to shares outstanding, (ii) possible negative pressure on BrenX’s share price and equity-raising ability, (iii) significant additional dilution from preferred shares, options and warrants, and (iv) continuing Nasdaq listing risk, including the possibility of immediate delisting without an additional cure period if the bid price again remains below $1.00 for 30 consecutive business days.
BRENX LTD. (BNRG) reported three additional August 2026 subsequent fundings under its existing securities purchase agreement with Alpha Capital Anstalt. On August 24, 26 and 28, 2026, the company received three separate $1,000,000 fundings, each through the issuance of 1,000 preferred shares (stated value $1,000 per share) plus accompanying ordinary warrants.
The preferred shares issued in these fundings are convertible into ordinary shares at fixed conversion prices of $3.138, $3.12 and $3.928 per share, respectively. The accompanying ordinary warrants cover specified ordinary share amounts at an exercise price of $87.36 per share and are exercisable immediately for five years. Anti-dilution provisions reset the conversion price of previously issued preferred shares to $3.12. After the third August 2026 funding, BrenX has 1,624,514 ordinary shares and 3,379 preferred shares issued and outstanding. The proceeds are allocated to general corporate purposes, working capital and commercial TES projects, and the company has agreed to register the resale of the ordinary shares underlying these preferred shares and warrants.
BRENX LTD. (BNRG) filed a Form 6-K stating that it has made a company presentation available on its website. The presentation, dated August 18, 2026, is furnished as Exhibit 99.1 to this report for investors’ information.
BrenX Ltd. reports that its board approved an increase in the ordinary shares reserved for issuance under its 2013 Global Incentive Equity Scheme. The reserved amount was increased by 395,031 ordinary shares, from 10,357 to 405,338 ordinary shares. The report is incorporated by reference into BrenX’s effective registration statements on Form F-3 and Form S-8.
BrenX Ltd., formerly Brenmiller Energy Ltd., reports that shareholders approved amendments to its articles of association to change the corporate name to BrenX Ltd. The name change became effective on August 11, 2026, following issuance of a certificate by the Israeli Registrar of Companies.
In connection with this, the company has begun the process to change its name on the Nasdaq Capital Market and expects to trade under the ticker “BRNX” starting August 14, 2026. The CUSIP will remain the same, existing share certificates stay valid, and shareholder rights and transferability are unchanged.
The press release explains that the BrenX identity reflects an expanded strategy beyond thermal energy storage toward integrated industrial energy solutions, including power, heat, storage and intelligent optimization. Recent steps include a 32 MWh bGen™ system for Tempo Beverages and acquisition of a 1.2 MWp solar facility in Hungary to support a broader energy-asset platform.
Brenmiller Energy Ltd. is implementing a 6-for-1 reverse share split of its issued and outstanding ordinary shares. The split is expected to be effective after market close on August 12, 2026, with the shares trading on a post-split basis on the Nasdaq Capital Market from August 13, 2026 under the symbol BNRG. The action was approved at a Special General Meeting of Shareholders held on July 27, 2026.
Following the reverse split, outstanding ordinary shares will be reduced from 4,325,329 to 720,888. Authorized share 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 proportionally. No fractional shares will be issued, and fractional positions will be rounded to the nearest whole share according to the Company’s Articles of Association.
Brenmiller Energy reported that shareholders approved all proposals at the July 29, 2026 Annual and Special General Meeting, allowing Nir Brenmiller to assume the role of Chief Executive Officer, while founder Avi Brenmiller continues as Chairman of the Board.
The leadership change is tied to the BrenX strategy, which shifts the business from one-time equipment sales toward owning energy assets designed to generate recurring cash flow. Recent steps include purchasing an operating 1.2 MWp photovoltaic facility in Hungary, signing a term sheet to expand it into the first BrenX industrial energy resource center, and receiving a waiver from the European Investment Bank as the parties advance toward a potential full and final settlement of the March 2021 credit facility, which the Company expects would reduce its debt if completed. Shareholders also approved a future name change to “BrenX” or a similar name, subject to approval by the Israeli Registrar of Companies.
Brenmiller Energy Ltd. held its Annual and Special General Meeting of Shareholders on July 29, 2026. The meeting initially convened at 2:00 p.m. Israel time but was adjourned because the required quorum was not present to open and conduct business.
The adjourned meeting was held the same day at 3:00 p.m. Israel time, with a quorum present. Shareholders voted on and approved all agenda items as proposed and described in the company’s Notice and Proxy Statement furnished on June 24, 2026. Brenmiller Energy states that this information is incorporated by reference into its existing registration statements on Forms F-3 and S-8.
Brenmiller Energy Ltd. held a Special General Meeting of Shareholders on July 27, 2026 at 12:00 p.m. Israel time. The meeting was convened but then adjourned because the required quorum was not present to open and conduct the meeting.
The meeting reconvened at 1:00 p.m. Israel time, when a quorum was present and shareholders voted on and approved the sole agenda item, as previously described in the company’s notice and proxy statement. This report is also incorporated by reference into the company’s registration statements on Form F-3 and Form S-8.