Brenmiller Energy Ltd. SEC Filings

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.

Brenmiller Energy Ltd. announced that the European Investment Bank executed a waiver under Brenmiller’s March 2021 credit facility, deferring an approximately €1.7 million loan payment that was scheduled to be due on July 28, 2026. The waiver temporarily waives certain rights tied to that payment and remains in effect through September 15, 2026, unless earlier terminated or extended, giving Brenmiller additional time and liquidity while the parties work toward a definitive settlement.

Brenmiller states it is advancing discussions with the EIB toward a full and final settlement of the existing loan facility, which it expects, if completed, would retire the obligation at a meaningful reduction versus amounts otherwise payable, reduce debt and strengthen its balance sheet in support of its long-term BrenX integrated energy platform strategy. The company links this process to evolving its capital structure, supporting a “Made in the EU” industrial footprint, and enabling recurring-revenue BrenX projects, while cautioning that discussions are ongoing and there is no assurance on timing, final terms or completion.

Brenmiller Energy Ltd., an Israel-based thermal energy storage company focused on industrial customers via its bGen™ systems and Energy-as-a-Service model, is registering up to 7,201,960 Ordinary Shares for resale by Alpha Capital Anstalt under a prior private placement agreement.

The registered shares consist of Ordinary Shares issuable upon conversion of preferred shares at $0.9175 per share (including extra shares to cover potential full‑ratchet anti‑dilution adjustments) and upon exercise of July 2026 Ordinary Warrants at $14.56 per share. Brenmiller will not receive proceeds from share resales, but would receive up to approximately $15.9 million in cash if the 1,089,918 warrants covered here are fully exercised, earmarked for general corporate purposes, working capital, potential debt discharge and TES project execution in Europe, the U.S. and the Middle East.

Only 2,620,698 Ordinary Shares were outstanding as of July 17, 2026, so the registered resale amount is large relative to the existing float, and the company highlights potential market overhang, significant dilution from preferred shares and warrants with full‑ratchet anti‑dilution protection, and ongoing risks around maintaining Nasdaq listing. The independent auditor’s report includes a going concern explanatory paragraph.

Brenmiller Energy Ltd. has called a Special General Meeting of shareholders for July 27, 2026 to vote on authorizing a potential future reverse share split of its issued and outstanding ordinary shares. The board is asking shareholders to approve a reverse split at a ratio between 4:1 and 6:1, to be implemented, if at all, at the board’s discretion and on a date the board will later determine. The company states the goal is to help comply with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00 per share. The reverse split would reduce the number of outstanding ordinary shares but would not change the authorized share capital of 150,000,000 ordinary shares, and is intended to affect all shareholders uniformly, preserving relative ownership and voting percentages aside from rounding of fractional shares.

Brenmiller Energy Ltd. agreed to a new $1,000,000 subsequent funding from Alpha Capital Anstalt under an existing securities purchase agreement. Brenmiller will issue 1,000 preferred shares with a stated value of $1,000 per share, convertible into ordinary shares at a fixed conversion price of $0.9175 per share, and ordinary warrants to purchase 1,089,918 ordinary shares at an exercise price of $14.56 per share, exercisable upon issuance for five years. As of the closing of this funding, Brenmiller expects to have 2,570,562 ordinary shares and 4,798 preferred shares issued and outstanding, and the conversion price of previously issued preferred shares under the agreement will be adjusted to $0.9175 pursuant to anti-dilution and ratchet provisions. Net proceeds are expected to be used for general corporate purposes, working capital and commercial TES projects in Europe, the U.S. and the Middle East.

Brenmiller Energy reported the purchase of a 1.2 MWp photovoltaic facility in Hungary located next to its planned industrial energy project with Partner in Pet Food Hungaria. The company paid approximately $1.1 million for the facility.

The facility is expected to generate about $173,000 in average annual revenue and to support Brenmiller’s shift from pure thermal energy storage equipment sales toward owning and operating integrated clean-energy assets under its Energy-as-a-Service and BNRG360 strategies.

Over time, Brenmiller plans to expand the site into a BNRG360 hub with up to 20 MW of solar generation, a 6 MWh battery energy storage system, a 12.5 MWh thermal energy storage system, and direct electricity and heat supply for nearby industrial customers.

Brenmiller Energy Ltd. is calling an annual and special shareholder meeting on July 29, 2026 to approve a wide set of governance, compensation, and financing changes. Investors are asked to reappoint PwC Israel as auditor and three Class III directors, and to change the company’s name to BrenX Ltd. to reflect a broader industrial decarbonization focus.

The board also seeks approval of updated compensation for founder Avraham Brenmiller as Chairman and for Nir Brenmiller as CEO, plus their concurrent service for three years, which in some cases requires a special majority of disinterested shareholders under Israeli law. Another key item amends a 2025 private placement with major shareholder Alpha Capital Anstalt, including a $1.5 million preferred share investment at a revised $2.00 conversion price, new warrants totaling up to 1,075,000 ordinary shares at $2.00, and repricing of certain existing Alpha warrants to $2.00. Shareholders are also asked to approve related amendments to the Articles of Association, including creation of a new Preferred A share class tied to the Alpha financing.