Brenmiller Energy (BNRG) secures $1M Alpha funding with new preferred shares

Rhea-AI Filing Summary

Brenmiller Energy Ltd. completed another funding round with Alpha Capital Anstalt on June 1, 2026, raising $1,000,000 under an existing $25 million securities purchase agreement. The new tranche, called the Sixth Subsequent Funding, continues a series of closings that began in July 2025.

The company issued 1,000 preferred shares with a stated value of $1,000 each, convertible into ordinary shares at $1.67 per share, plus ordinary warrants to buy 598,802 ordinary shares at $14.56 per share for five years. Net proceeds will support general corporate purposes, working capital and commercial TES projects in Europe, the U.S. and the Middle East. The pricing triggered an anti-dilution adjustment, resetting the conversion price of previously issued preferred shares under the agreement to $1.67. After this closing, Brenmiller has 1,895,638 ordinary shares and 3,047 preferred shares outstanding. The securities were issued in a private placement under U.S. exemptions, and the company agreed to register the resale of the ordinary shares underlying the new preferred shares and warrants.

Insights

Capital markets and dilution analyst

Brenmiller raises $1M via preferred stock and warrants, adding future equity overhang.

Brenmiller Energy tapped its existing securities purchase agreement with Alpha Capital Anstalt for another $1,000,000. The structure mixes convertible preferred shares with ordinary warrants, so today’s funding is in cash while future conversion and exercises could expand the ordinary share base.

The June 2026 preferred shares convert at $1.67 per ordinary share, and the associated warrants are struck at $14.56 and last five years. Pricing of this tranche also reset the conversion price of previously issued preferred shares under the same agreement to $1.67, concentrating conversion economics at that level.

As of this closing, the company reports 1,895,638 ordinary shares and 3,047 preferred shares outstanding. The proceeds are earmarked for general corporate purposes, working capital and TES project execution in Europe, the U.S. and the Middle East. Actual dilution will depend on how much of the preferred stock is converted and how many warrants are exercised over time.

Key Figures

Securities purchase agreement capacity: $25 million Sixth Subsequent Funding amount: $1,000,000 Preferred shares issued: 1,000 shares +6 more

9 metrics

Securities purchase agreement capacity $25 million Aggregate potential funding across multiple tranches under SPA

Sixth Subsequent Funding amount $1,000,000 Closed with Alpha Capital Anstalt on June 1, 2026

Preferred shares issued 1,000 shares June 2026 preferred shares, $1,000 stated value each

Preferred share stated value $1,000 per share June 2026 preferred shares in Sixth Subsequent Funding

Conversion price $1.67 per share Conversion price for June 2026 preferred and adjusted prior preferred

Warrants issued 598,802 warrants Ordinary warrants from June 2026 funding

Warrant exercise price $14.56 per share Exercise price of June 2026 ordinary warrants

Ordinary shares outstanding 1,895,638 shares Ordinary shares issued and outstanding at closing of Sixth Subsequent Funding

Preferred shares outstanding 3,047 shares Preferred shares issued and outstanding at the same time

Key Terms

securities purchase agreement, pre-funded warrants, ordinary warrants, Section 4(a)(2) of the Securities Act of 1933, +2 more

6 terms

securities purchase agreement financial

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

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.

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

"issued pre-funded warrants and ordinary warrants"

Section 4(a)(2) of the Securities Act of 1933 regulatory

"offered pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933"

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.

registration statement regulatory

"The Company has agreed to file a registration statement with the Securities and Exchange Commission"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

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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 June 2026

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 April 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, and April 27, 2026 pursuant to which the Company issued preferred shares and accompanying ordinary warrants.

On June 1, 2026, the Company closed an additional subsequent funding with Alpha in the amount of $1,000,000, or the Sixth 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 $1.67 per share, or the June 2026 Preferred Shares, and (ii) ordinary warrants to purchase 598,802 ordinary shares at an exercise price of $14.56 per share, or the June 2026 Ordinary Warrants, which are exercisable upon issuance and will expire five years from the initial exercise date.

The net proceeds from the Sixth 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 Sixth 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 $1.67. As of the closing of the Sixth Subsequent Funding, the Company has 1,895,638 ordinary shares issued and outstanding and 3,047 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 June 2026 Preferred Shares and the June 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, 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

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 02, 2026	By:	/s/ Ofir Zimmerman
		Name:	Ofir Zimmerman
		Title:	Chief Financial Officer

2

FAQ

What financing did Brenmiller Energy (BNRG) complete in June 2026?

Brenmiller Energy completed a $1,000,000 Sixth Subsequent Funding with Alpha Capital Anstalt. It was part of a broader $25 million securities purchase agreement and involved issuing convertible preferred shares and ordinary warrants for additional capital.

What securities did Brenmiller Energy issue in the June 2026 funding?

The company issued 1,000 preferred shares with a stated value of $1,000 each, convertible at $1.67 per ordinary share, plus ordinary warrants to purchase 598,802 ordinary shares at $14.56 per share, exercisable immediately and expiring five years from the initial exercise date.

How will Brenmiller Energy (BNRG) use the $1,000,000 raised from Alpha?

The net proceeds from the Sixth Subsequent Funding will be used for general corporate purposes, working capital needs, and execution of the company’s commercial thermal energy storage projects across Europe, the United States and the Middle East, supporting ongoing project rollout.

Did the June 2026 funding change Brenmiller’s preferred share conversion terms?

Yes. Due to the pricing of the June 2026 funding, the anti-dilution and ratchet provisions in Brenmiller’s articles reset the conversion price of previously issued preferred shares under the same agreement to $1.67 per ordinary share, aligning them with the new tranche’s conversion price.

What are Brenmiller Energy’s outstanding share counts after the June 2026 funding?

Following the closing of the Sixth Subsequent Funding, Brenmiller Energy reports 1,895,638 ordinary shares issued and outstanding, along with 3,047 preferred shares issued and outstanding, reflecting the cumulative impact of multiple closings under the securities purchase agreement.

Will the June 2026 Brenmiller securities be registered for resale?

The securities were issued under U.S. private placement exemptions and are not initially registered. Brenmiller has agreed to file a registration statement with the SEC to register the resale of the ordinary shares underlying the June 2026 preferred shares and ordinary warrants.