Brenmiller Energy (NASDAQ: BNRG) adds $1M preferred funding and resets conversion price

Rhea-AI Filing Summary

Brenmiller Energy Ltd. completed an additional $1,000,000 funding tranche with Alpha Capital Anstalt under an existing securities purchase agreement. The company issued 1,000 preferred shares with a stated value of $1,000 per share, convertible into ordinary shares at a fixed price of $3.39 per share, plus ordinary warrants to purchase 68,681 ordinary shares at an exercise price of $14.56 per share, exercisable immediately and expiring five years from first exercise.

The net proceeds will be used for general corporate purposes, working capital and execution of commercial TES projects in Europe, the U.S. and the Middle East. The new pricing triggered anti-dilution adjustments, resetting the conversion price of previously issued preferred shares under the agreement to $3.39 per share. The securities were issued in a private placement under Section 4(a)(2) and Rule 506(b), and the company agreed to file a registration statement to register the resale of the underlying ordinary shares.

Insights

Capital structure and securities analyst

Brenmiller adds $1M in preferred equity with warrants and resets conversion terms.

Brenmiller Energy Ltd. drew a further $1,000,000 under its up to $25 million securities purchase agreement with Alpha Capital Anstalt. The funding uses preferred shares convertible at $3.39 per ordinary share plus ordinary warrants at an exercise price of $14.56, exercisable immediately for 68,681 ordinary shares.

The company plans to use proceeds for general corporate needs and thermal energy storage (TES) projects in Europe, the U.S. and the Middle East. Anti-dilution provisions lowered the conversion price of previously issued preferred shares under the same agreement to $3.39, increasing potential ordinary share issuance from earlier tranches.

The securities were issued in a private placement under Section 4(a)(2) and Rule 506(b) of Regulation D. The company agreed to file a registration statement with the SEC to register the resale of ordinary shares underlying the April 2026 preferred shares and warrants, with actual resale activity dependent on future holder decisions and registration effectiveness.

Key Figures

SPA capacity: $25 million in securities Fifth Subsequent Funding size: $1,000,000 Preferred shares issued: 1,000 preferred shares +5 more

8 metrics

SPA capacity $25 million in securities Aggregate amount under securities purchase agreement across multiple tranches

Fifth Subsequent Funding size $1,000,000 Additional subsequent funding closed on April 27, 2026

Preferred shares issued 1,000 preferred shares April 2026 Preferred Shares at $1,000 stated value each

Preferred share stated value $1,000 per share April 2026 Preferred Shares issued to Alpha Capital Anstalt

Conversion price $3.39 per ordinary share Fixed conversion price for April 2026 Preferred Shares and adjusted prior preferred

Ordinary warrants issued 68,681 ordinary shares Underlying shares for April 2026 Ordinary Warrants

Warrant exercise price $14.56 per share Exercise price of April 2026 Ordinary Warrants

Warrant term Five years Expiration of April 2026 Ordinary Warrants from initial exercise date

Key Terms

securities purchase agreement, preferred shares, pre-funded warrants, ordinary warrants, +2 more

6 terms

securities purchase agreement financial

"the Company entered into a securities purchase agreement, or the SPA, with Alpha"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

preferred shares financial

"consisting of preferred shares, pre-funded warrants, and ordinary warrants"

Preferred shares are a type of investment that gives investors priority over common shareholders when it comes to receiving dividends and getting their money back if a company is sold or liquidated. Think of them as a safer, more predictable way to earn income from a company's profits, similar to a fixed-return investment, but without voting rights. This makes preferred shares appealing to those seeking stable income with a higher claim on assets than regular stockholders.

pre-funded warrants financial

"consisting of preferred shares, pre-funded warrants, and ordinary warrants"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

ordinary warrants financial

"ordinary warrants to purchase 68,681 ordinary shares at an exercise price of $14.56"

anti-dilution and ratchet adjustment provisions financial

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

Rule 506(b) of Regulation D regulatory

"and Rule 506(b) of Regulation D promulgated thereunder"

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.

Form 6-K: How Foreign Companies Report to the SEC →

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 April 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

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, 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 March 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, and March 10, 2026 pursuant to which the Company issued preferred shares and accompanying ordinary warrants.

On April 27, 2026, the Company closed an additional subsequent funding with Alpha in the amount of $1,000,000, or the Fifth Subsequent Funding, pursuant to which the Company issued (i) 1,000 preferred shares with a stated value of $1,000 per share, convertible into ordinary shares at a fixed conversion price of $3.39 per share, or the April 2026 Preferred Shares, and (ii) ordinary warrants to purchase 68,681 ordinary shares at an exercise price of $14.56 per share, or the April 2026 Ordinary Warrants, which are exercisable upon issuance and will expire five years from the initial exercise date.

The net proceeds from the Fifth 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 Fifth 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 was adjusted to $3.39.

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 April 2026 Preferred Shares and the April 2026 Ordinary Warrants.

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 and 333-294341) 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

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: April 27, 2026	By:	/s/ Ofir Zimmerman
		Name:	Ofir Zimmerman
		Title:	Chief Financial Officer

 2

FAQ

What financing did Brenmiller Energy (BNRG) announce in the April 2026 Form 6-K?

Brenmiller Energy closed a new $1,000,000 funding tranche with Alpha Capital Anstalt. It issued 1,000 preferred shares at $1,000 stated value each and ordinary warrants, continuing draws under an up to $25 million securities purchase agreement.

What securities did Brenmiller Energy (BNRG) issue in the Fifth Subsequent Funding?

The company issued 1,000 preferred shares with a stated value of $1,000 each, convertible at $3.39 per ordinary share, and ordinary warrants to purchase 68,681 ordinary shares at an exercise price of $14.56 per share, exercisable upon issuance.

How will Brenmiller Energy (BNRG) use the $1,000,000 of net proceeds?

Brenmiller plans to use the $1,000,000 of net proceeds for general corporate purposes, working capital, and executing its commercial thermal energy storage (TES) projects across Europe, the United States, and the Middle East, supporting its project pipeline.

What anti-dilution adjustment did Brenmiller Energy (BNRG) disclose for prior preferred shares?

Because of the April 2026 pricing, the conversion price of previously issued preferred shares under the securities purchase agreement was adjusted to $3.39 per ordinary share, in line with the new tranche terms, under the company’s anti-dilution and ratchet provisions.

Is Brenmiller Energy’s (BNRG) April 2026 financing registered with the SEC?

The April 2026 securities were issued under Section 4(a)(2) and Rule 506(b) of Regulation D, so they are not registered initially. The company agreed to file a registration statement to register the resale of ordinary shares underlying the new preferred shares and warrants.

What are the key terms of Brenmiller Energy (BNRG) April 2026 warrants?

The April 2026 ordinary warrants allow purchase of 68,681 ordinary shares at an exercise price of $14.56 per share. They are exercisable upon issuance and will expire five years from the initial exercise date, providing a medium-term option on the shares.