Brenmiller amends ATM share sales agreement

Brenmiller Energy Ltd. amended its existing sales agreement with A.G.P./Alliance Global Partners for its ordinary shares sold under an at-the-market offering program.

Rhea-AI Filing Summary

Brenmiller Energy Ltd. amended its existing sales agreement with A.G.P./Alliance Global Partners for its ordinary shares sold under an at-the-market offering program. The amendment, signed on June 3, 2026, ties the agreement’s termination to the effectiveness period of a replacement shelf registration statement on Form F-3.

The change is being made because the current Form F-3 shelf registration is expected to expire and the company plans to file a new Form F-3. This report is also incorporated by reference into several existing Form F-3 and Form S-8 registration statements.

Key Figures

Amendment date: June 3, 2026 Original sales agreement date: June 9, 2023

2 metrics

Amendment date June 3, 2026 Date Brenmiller Energy entered the amendment to the sales agreement

Original sales agreement date June 9, 2023 Date of initial sales agreement with A.G.P./Alliance Global Partners

Key Terms

at-the-market offering, shelf registration statement, Form F-3, Form S-8

4 terms

at-the-market offering financial

"offer and sell its ordinary shares ... in an “at-the-market” offering"

An at-the-market offering is a method companies use to sell new shares of stock directly into the open market over time, rather than all at once. This allows them to raise money gradually, similar to selling small pieces of a product instead of a large batch. For investors, it means the company can access funding more flexibly, but it may also increase the supply of shares and influence the stock’s price.

shelf registration statement regulatory

"expiration of the Company’s existing shelf registration statement on Form F-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

Form F-3 regulatory

"existing shelf registration statement on Form F-3"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

Form S-8 regulatory

"Registration Statements on Form F-3 ... and Form S-8"

A Form S-8 is a U.S. Securities and Exchange Commission registration that lets a public company set aside shares for employee benefit plans and stock-based compensation. Think of it as opening a dedicated account that authorizes the company to issue or reserve stock for workers and directors; it matters to investors because it enables share dilution when those awards are granted or exercised and signals how management is compensated and incentivized.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Brenmiller Energy (BNRG) change in its at-the-market sales agreement?

Brenmiller Energy amended its sales agreement with A.G.P./Alliance Global Partners to extend the agreement’s termination date. It will now generally run until a new replacement Form F-3 shelf registration statement is no longer effective, or an earlier termination under the agreement’s existing terms.

Why is Brenmiller Energy (BNRG) amending its sales agreement with A.G.P.?

The amendment is linked to the anticipated expiration of Brenmiller Energy’s existing Form F-3 shelf registration. The company expects to file a replacement Form F-3, and the sales agreement is being updated so it continues in effect alongside that new registration.

How does the amendment affect Brenmiller Energy’s (BNRG) at-the-market offering?

The amendment keeps the at-the-market offering framework in place by extending the sales agreement’s termination date. Ordinary shares may continue to be offered and sold from time to time through A.G.P. as long as the replacement Form F-3 remains effective and the agreement is not otherwise terminated.

Which Brenmiller Energy (BNRG) registration statements incorporate this June 2026 report?

This report is incorporated by reference into multiple Brenmiller Energy Form F-3 shelf registration statements and several Form S-8 registration statements. That means the information becomes part of those effective registration documents from the submission date, unless later reports supersede it.

Who is Brenmiller Energy’s counterparty in the amended at-the-market agreement?

The counterparty is A.G.P./Alliance Global Partners. Brenmiller Energy’s amended sales agreement with this firm continues to govern how ordinary shares may be offered and sold in an at-the-market program, subject to the effectiveness of a replacement Form F-3 shelf registration statement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/04/2026 - 04:10 PM EDT Learn about SEC filing dates

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 6-K

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934

For the month of June 2026 (Report No. 2)

Commission File Number: 001-41402

BRENMILLER ENERGY LTD.

(Translation of registrant’s name into English)

13 Amal St. 4th Floor, Park Afek

Rosh Haayin, 4809249 Israel
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒      Form 40-F ☐

CONTENTS

On June 3, 2026, Brenmiller Energy Ltd., or the Company, entered into an amendment agreement, or the Amendment, to that certain Sales Agreement by and between the Company and A.G.P./Alliance Global Partners dated June 9, 2023, or the Sales Agreement, pursuant to which the Company may offer and sell its ordinary shares, no par value per share, from time to time through A.G.P./Alliance Global Partners in an “at-the-market” offering.

The Amendment was entered into in connection with the anticipated expiration of the Company’s existing shelf registration statement on Form F-3 (File No. 333-272377) and the anticipated filing of a replacement shelf registration statement on Form F-3. Pursuant to the Amendment, the Company and A.G.P./Alliance Global Partners have agreed, among other things, to extend the Sales Agreement’s termination date to the date that any replacement shelf registration statement on Form F-3 is no longer effective, or such earlier date if terminated otherwise under the terms of the Sales Agreement.

A copy of the Amendment is included as Exhibit 10.1 hereto and incorporated herein by reference.

This Report of Foreign Private Issuer on Form 6-K is incorporated by reference into the Company’s Registration Statements on Form F-3 (File Nos. 333-272377, 333-273028, 333-283874, 333-289219, 333-290642, 333-292634, 333-293660, 333-294341 and 333-295594) and Form S-8 (File Nos. 333-272266, 333-278602, 333-284377 and 333-290040), filed with the Securities and Exchange Commission, to be a part thereof from the date on which this Report of Foreign Private Issuer on Form 6-K is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

1

EXHIBIT INDEX

Exhibit No.		Description
10.1		Amendment to the Sales Agreement by and between Brenmiller Energy Ltd., and A.G.P./Alliance Global Partners, dated June 9, 2023.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Brenmiller Energy Ltd.
Date: June 4, 2026	By:	/s/ Ofir Zimmerman
		Name:	Ofir Zimmerman
		Title:	Chief Financial Officer

3

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 AMENDMENT TO THE SALES AGREEMENT BY AND BETWEEN BRENMILLER ENERGY LTD., AND A.G. 19.8 KB