[6-K] Brenmiller Energy Ltd Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Brenmiller Energy Ltd. disclosed an amendment to a securities purchase agreement with Alpha Capital Anstalt that affects an initial financing closing and the broader financing framework. Under the SPA the company may issue up to $25 million of securities across multiple tranches including preferred shares, pre-funded warrants and ordinary warrants. On July 28, 2025 an initial PFW Closing took place for a subscription amount of $1.2 million, when Brenmiller issued pre-funded warrants to purchase 631,579 ordinary shares at an exercise price of $0.00001 per share and ordinary warrants to purchase 631,579 ordinary shares at an exercise price of $2.09 per share.

On August 11, 2025 the parties amended the SPA to increase the aggregate subscription amount related to the Pre-Funded Warrants and Ordinary Warrants in connection with the PFW Closing to $1,395,790. The securities were offered under an exemption from registration (Section 4(a)(2) and Rule 506(b) of Regulation D) and remain unregistered and subject to transfer restrictions. The Amendment is filed as Exhibit 10.1 and the report references the company’s Form 20-F risk factors.

Positive

• Access to committed financing framework up to $25 million through the SPA across multiple tranches
• Initial PFW Closing completed, with the aggregate amount related to the PFW Closing increased to $1,395,790
• Clear exercise prices disclosed for issued instruments: pre-funded warrants at $0.00001 and ordinary warrants at $2.09

Negative

• Potential dilution to existing shareholders if the pre-funded and ordinary warrants are exercised
• Securities are unregistered (offered under Section 4(a)(2) and Rule 506(b)), which imposes transfer restrictions and resale limitations
• Terms and timing of additional tranches under the $25M commitment are not specified in this report

Insights

Financial Analyst

TL;DR: Amendment raises the initial PFW closing to $1,395,790 and preserves access to up to $25M of capital via warrants and preferred securities.

The amendment increases the effective proceeds tied to the July 28 PFW Closing from the originally disclosed $1.2M to $1,395,790, confirming near-term incremental financing. The filing documents explicit exercise prices: pre-funded warrants at $0.00001 and ordinary warrants at $2.09, which define potential cash inflows and dilution dynamics if exercised. Offering under Section 4(a)(2) and Rule 506(b) signals reliance on private-placement exemptions rather than a registered public raise. For investors, this is a liquidity-positive development but introduces potential share count dilution depending on exercise behavior.

Corporate Governance Expert

TL;DR: The amendment is formally filed and incorporated by reference; disclosure follows standard SEC private-placement and incorporation practices.

The company attached the Amendment as Exhibit 10.1 and incorporated the report into its Form F-3 and Form S-8 registration statements to the extent not superseded. The filing includes the standard safe-harbor language and references the Form 20-F risk factors for additional context. Signature and authorization are provided by the CFO, consistent with routine corporate disclosures. Material terms for future tranches and full documentation of other securities types (preferred shares) are not detailed in this report.

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 August 2025

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. On July 28, 2025, an initial closing, or the PFW Closing, took place for a subscription amount of $1.2 million whereby the Company issued (i) pre-funded warrants to purchase 631,579 ordinary shares at an exercise price of $0.00001 per share, or the Pre-Funded Warrants, and (ii) ordinary warrants to purchase 631,579 ordinary shares at an exercise price of $2.09 per share, or the Ordinary Warrants.

On August 11, 2025, the Company and Alpha entered into an amendment to the SPA, or the Amendment, and agreed, among other things, to amend the aggregate subscription amount of the Pre-Funded Warrants and Ordinary Warrants in connection with the PFW Closing to $1,395,790.

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 foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment which is attached as Exhibit 10.1 to this Report of Foreign Private Issuer on Form 6-K, or the Report, and is incorporated herein by reference.

Safe Harbor Statement

This Report contains expressed or implied forward-looking statements pursuant to U.S. Federal securities laws. For example, the Company is using forward-looking statements when discussing subsequent closings under the terms of the SPA up to an aggregate of $25 million in securities across multiple tranches, consisting of preferred shares, pre-funded warrants, and ordinary warrants. These forward-looking statements and their implications are based on the current expectations of the management of the Company only and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Except as otherwise required by law, the Company undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. More detailed information about the risks and uncertainties affecting the Company is contained under the heading “Risk Factors” in the Company’ annual report on Form 20-F for the year ended December 31, 2024 filed with the Securities and Exchange Commission, or SEC, which is available on the SEC’s website, www.sec.gov, and in subsequent filings made by the Company with the SEC.

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

Exhibit No.
10.1		Amendment Number 1 to the Securities Purchase Agreement, dated as of August 11, 2025, between the Company and the purchaser named on the signature page thereto.

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: August 11, 2025	By:	/s/ Ofir Zimmerman
		Name:	Ofir Zimmerman
		Title:	Chief Financial Officer

FAQ

What did Brenmiller Energy (BNRG) disclose in this Form 6-K?

The company disclosed an amendment to a securities purchase agreement with Alpha Capital Anstalt that adjusts amounts related to an initial pre-funded warrant closing and the broader financing framework.

How much financing can the SPA provide to Brenmiller (BNRG)?

The SPA contemplates issuance of up to $25 million of securities across multiple tranches, including preferred shares, pre-funded warrants and ordinary warrants.

What closed on July 28, 2025 and what changed on August 11, 2025?

On July 28, 2025 an initial PFW Closing occurred for $1.2 million issuing pre-funded and ordinary warrants for 631,579 shares each. On August 11, 2025 the parties amended the SPA to increase the aggregate subscription amount related to those warrants to $1,395,790.

Are the securities registered for public resale?

No. The securities were offered pursuant to an exemption from registration under Section 4(a)(2) and Rule 506(b) of Regulation D and have not been registered under the Securities Act.

Where can I find the full amendment details for BNRG?

The Amendment is furnished as Exhibit 10.1 to this Form 6-K and the report states it is incorporated by reference into certain Form F-3 and Form S-8 registration statements.