Brenmiller Energy (NASDAQ: BNRG) adds $1M funding via preferred shares and warrants

Rhea-AI Filing Summary

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.

Insights

Capital markets analyst

$1M structured funding with conversion repricing and added warrants.

Brenmiller Energy is drawing an additional $1,000,000 under its agreement with Alpha Capital Anstalt via 1,000 preferred shares plus 1,089,918 ordinary-share warrants. The preferred shares convert at a fixed price of $0.9175, while the warrants are exercisable at $14.56 for five years.

The funding triggers anti-dilution and ratchet provisions, resetting the conversion price of earlier preferred issuances to $0.9175. After closing, Brenmiller expects 2,570,562 ordinary shares and 4,798 preferred shares outstanding, which frames the equity base against which future conversions and warrant exercises would be measured.

The transaction relies on exemptions under Section 4(a)(2) and Rule 506(b) of Regulation D, with a commitment to register the resale of ordinary shares underlying the new preferred shares and warrants. Execution of TES projects in Europe, the U.S. and the Middle East is explicitly cited as a use of proceeds, linking this capital raise to ongoing project activity.

Key Figures

July 2026 Subsequent Funding amount: $1,000,000 Preferred shares issued July 2026: 1,000 shares Preferred share stated value: $1,000 per share +5 more

8 metrics

July 2026 Subsequent Funding amount $1,000,000 Additional Investment Right notice from Alpha Capital Anstalt for subsequent funding

Preferred shares issued July 2026 1,000 shares Preferred shares with $1,000 stated value each under July 2026 Subsequent Funding

Preferred share stated value $1,000 per share Stated value of each preferred share issued in July 2026 Subsequent Funding

Preferred conversion price $0.9175 per share Fixed conversion price for July 2026 preferred shares and adjusted price for prior preferred shares

Ordinary warrants issued 1,089,918 warrants Ordinary warrants granted in July 2026 Subsequent Funding

Warrant exercise price $14.56 per share Exercise price of July 2026 ordinary warrants, exercisable upon issuance for five years

Ordinary shares outstanding after closing 2,570,562 shares Expected ordinary shares issued and outstanding as of the closing of July 2026 Subsequent Funding

Preferred shares outstanding after closing 4,798 shares Expected preferred shares issued and outstanding as of the closing of July 2026 Subsequent Funding

Key Terms

Additional Investment Right, anti-dilution, ratchet adjustment provisions, Rule 506(b) of Regulation D, +2 more

6 terms

Additional Investment Right financial

"received from Alpha an Additional Investment Right notice pursuant to the SPA"

anti-dilution financial

"under the anti-dilution and ratchet adjustment provisions contained in the Company’s"

A provision that protects an investor’s ownership stake or the value of convertible securities when a company issues new shares at a lower price. It adjusts the investor’s number of shares or the conversion price so their percentage of ownership or economic interest isn’t unfairly reduced — like getting a bigger slice of cake if the baker cuts more pieces, preserving your share of the whole.

ratchet adjustment provisions financial

"anti-dilution and ratchet adjustment provisions contained in the Company’s Amended"

Rule 506(b) of Regulation D regulatory

"Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D"

Rule 506(b) of Regulation D is a set of rules that allows companies to raise money from investors without having to register with the government, as long as they follow certain guidelines. It lets companies offer securities to a limited number of investors, often trusted or experienced ones, making it easier and quicker to raise funds compared to traditional methods. This rule matters to investors because it provides access to private investment opportunities that are generally less regulated but still require careful consideration.

Registration Statement on Form F-3 regulatory

"incorporated by reference into the Company’s Registration Statements on Form F-3"

A registration statement on Form F-3 is a streamlined filing used by eligible foreign companies to register securities for sale in the U.S., often as a “shelf” that lets them offer shares quickly when market conditions are right. For investors it matters because it signals that the company can raise capital on short notice—potentially increasing liquidity but also the risk of share dilution if new stock is issued—similar to a company keeping a pre-approved credit line ready to use.

Thermal Energy Storage (TES) technical

"execution of the Company’s commercial TES projects across Europe, the U.S."

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Available on EDGAR 07/10/2026 - 04:11 PM Accepted by SEC EDGAR 07/10/2026 - 04:10 PM Learn about SEC filing dates

FAQ

What funding did Brenmiller Energy (BNRG) agree to in July 2026?

Brenmiller Energy agreed to a $1,000,000 subsequent funding from Alpha Capital Anstalt. The company will issue 1,000 preferred shares and 1,089,918 ordinary-share warrants under an existing securities purchase agreement.

What are the key terms of Brenmiller Energy (BNRG) July 2026 preferred shares?

Brenmiller’s July 2026 preferred shares have a stated value of $1,000 each and are convertible into ordinary shares at a fixed conversion price of $0.9175 per ordinary share under the securities purchase agreement.

How many warrants are issued in Brenmiller Energy (BNRG) July 2026 funding and at what price?

Brenmiller will issue 1,089,918 ordinary warrants to Alpha Capital Anstalt. These warrants are exercisable upon issuance at an exercise price of $14.56 per ordinary share and will expire five years from the initial exercise date.

How will Brenmiller Energy’s (BNRG) share capital look after the July 2026 subsequent funding closes?

Upon closing, Brenmiller expects to have 2,570,562 ordinary shares and 4,798 preferred shares issued and outstanding. The conversion price of preferred shares previously issued under the SPA will adjust to $0.9175 pursuant to anti-dilution provisions.

What will Brenmiller Energy (BNRG) use the July 2026 funding proceeds for?

Net proceeds from the $1,000,000 July 2026 subsequent funding are earmarked for general corporate purposes, working capital, and execution of the company’s commercial TES projects across Europe, the U.S. and the Middle East.

Is Brenmiller Energy’s (BNRG) July 2026 funding registered with the SEC?

The securities are offered under exemptions in Section 4(a)(2) and Rule 506(b) of Regulation D. They are not registered, but Brenmiller has agreed to file a registration statement to register the resale of ordinary shares underlying the preferred shares and warrants.

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 July 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

July 2026 Subsequent Funding

As previously disclosed on a Form 6-K by Brenmiller Energy Ltd., or the Company, on July 25, 2025 the Company entered into a securities purchase agreement, or the SPA, with Alpha Capital Anstalt, or Alpha, as subsequently amended, pursuant to which the Company agreed to issue and sell to Alpha, subject to certain conditions, up to an aggregate of $25 million in securities across multiple tranches, consisting of preferred shares, pre-funded warrants, and ordinary warrants.

Between July 2025 and June 2026, the Company completed multiple closings under the SPA, including an initial closing on July 28, 2025, pursuant to which the Company issued pre-funded warrants and ordinary warrants, and subsequent closings on September 29, 2025, December 3, 2025, December 30, 2025, February 13, 2026, March 10, 2026, April 27, 2026, June 1, 2026, and June 11, 2026 pursuant to which the Company issued preferred shares and accompanying ordinary warrants.

On July 8, 2026, the Company received from Alpha an Additional Investment Right notice pursuant to the SPA to invest $1,000,000 in an additional subsequent funding from Alpha, or the July 2026 Subsequent Funding, pursuant to which the Company will issue to Alpha (i) 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, or the July 2026 Preferred Shares, and (ii) ordinary warrants to purchase 1,089,918 ordinary shares at an exercise price of $14.56 per share, or the July 2026 Ordinary Warrants, which are exercisable upon issuance and will expire five years from the initial exercise date. The Company expects that closing of the July 2026 Subsequent Funding will take place on or about July 13, 2026.

The net proceeds from the July 2026 Subsequent Funding will be used for general corporate purposes, working capital and execution of the Company’s commercial TES projects across Europe, the U.S. and the Middle East.

As a result of the pricing of the July 2026 Subsequent Funding, under the anti-dilution and ratchet adjustment provisions contained in the Company’s Amended and Restated Articles of Association, the conversion price of the preferred shares previously issued pursuant to the SPA will be adjusted to $0.9175. As of the closing of the July 2026 Subsequent Funding, the Company will have 2,570,562 ordinary shares issued and outstanding and 4,798 preferred shares issued and outstanding.

The securities referred to herein were offered pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended, or the Securities Act, and Rule 506(b) of Regulation D promulgated thereunder. The securities have not been registered under the Securities Act or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. The Company has agreed to file a registration statement with the Securities and Exchange Commission, or the SEC, to register the resale of the ordinary shares underlying the July 2026 Preferred Shares and the July 2026 Ordinary Warrants.

Incorporation 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. 333-273028, 333-283874, 333-289219, 333-290642, 333-292634, 333-293660, 333-294341, 333-295594, 333-296507 and 333-296898) 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.

Forward-Looking Statements

This Report of Foreign Private Issuer on Form 6-K contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Statements that are not statements of historical fact may be deemed to be forward-looking statements. For example, the Company is using forward-looking statements when discussing the expected timing for closing the July 2026 Subsequent Funding, the use of proceeds from the July 2026 Subsequent Funding, the number of shares expected to be issued and outstanding upon closing of the July 2026 Subsequent Funding and the conversion price of the preferred shares previously issued pursuant to the SPA. Readers are cautioned that certain important factors may affect the Company’s actual results and could cause such results to differ materially from any forward-looking statements that may be made in this Report of Foreign Private Issuer on Form 6-K. Important factors that could cause the Company’s actual results and financial condition to differ materially from those indicated in the forward-looking statements include the risks and uncertainties described in the Company’s Annual Report on Form 20-F for the year ended December 31, 2025 filed with the SEC on March 25, 2026, which is available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

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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: July 10, 2026	By:	/s/ Ofir Zimmerman
		Name:	Ofir Zimmerman
		Title:	Chief Financial Officer

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