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

Rhea-AI Filing Summary

Brenmiller Energy Ltd. reported the appointment of Harel Gadot as an independent director, effective immediately, to fill a board vacancy arising when the term of Ms. Chen Franco-Yehuda expires on August 25, 2025. The board currently consists of eight directors. Mr. Gadot's academic credentials include a B.S. from Siena College, an MBA from the University of Manchester and an Executive Degree in Finance from Harvard Business School. The report also corrects a typographical error in the company's proxy statement and files Exhibit 99.1, the Proxy Statement for the Annual and Special General Meeting to be held on September 25, 2025. No other changes to the proxy statement were made.

Positive

• Independent director appointed immediately to fill upcoming vacancy, maintaining board continuity
• Proxy Statement filed as Exhibit 99.1 for the Annual and Special General Meeting on September 25, 2025

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine independent director appointment to fill a scheduled vacancy; limited corporate governance impact.

The filing documents a standard board succession event: an independent director, Harel Gadot, has been appointed to replace a director whose term ends next year. This preserves board size at eight directors and maintains independent oversight. Mr. Gadot's educational background signals relevant financial and managerial expertise but the filing contains no details on professional experience, committee assignments, or anticipated governance initiatives. The correction of a typographical error in the proxy statement is immaterial. Overall, this is a governance housekeeping item with no disclosed financial or operational effects on the company.

Securities Compliance Analyst

TL;DR: Disclosure focuses on director appointment and proxy correction; compliance filing appears routine and complete for these items.

The report supplies the required notice of a director appointment and attaches the proxy statement as Exhibit 99.1 for the shareholder meeting dated September 25, 2025. It explicitly states the filing corrects only a typographical error and makes no other substantive changes, which reduces risk of omission for material disclosures in this notice. The report references registration statements and S-8 forms to be incorporated by reference where applicable. No financial, transaction, or forward-looking disclosures are included.

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 (Report No. 3)

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

Appointment to the Board of Directors

On August 21, 2025, the Board of Directors (the “Board”) of Brenmiller Energy Ltd. (the “Company”) appointed Mr. Harel Gadot to serve as an independent director on the Board, effective immediately. Mr. Gadot’s appointment will fill a vacancy on the Board which will be created as a result of the term of Ms. Chen Franco-Yehuda expiring on August 25, 2025. The Company’s Board currently consists of eight (8) directors.

Mr. Gadot, age 53, has over 25 years of leadership experience in the healthcare sector in the United States, Europe and Israel. He is the founder, Chief Executive Officer, President, and Chairman of Microbot Medical Inc. (Nasdaq: MBOT), which he led through its NASDAQ listing in 2016, and is the founder and Chairman of MEDX Ventures Group and MEDX Xelerator LP, a government-supported medical device incubator in Israel established in partnership with Boston Scientific Corporation and Sheba Medical Center. Mr. Gadot previously founded XACT Robotics in 2013, serving as its Executive Chairman until 2023, and served on the board of ConTIPI Ltd. until its acquisition by Kimberly Clark Corporation. Earlier in his career, he held senior marketing positions at Johnson & Johnson in the United States, France and Israel. Mr. Gadot holds a Bachelor of Science degree from Siena College (USA), a Master of Business Administration from the University of Manchester (UK) and an Executive Degree in Finance from Harvard Business School (USA).

The Company believes that Mr. Gadot is well-qualified to serve as a director of the Board due to his extensive experience, expertise, and qualifications in corporate governance and business operations.

Mr. Gadot has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. There are no arrangements or understandings between Mr. Gadot and any other persons pursuant to which he was appointed to serve on the Board of the Company.

Upcoming Annual and Special General Meeting of Shareholders

The Company previously filed with the Securities and Exchange Commission its Proxy Statement as Exhibit 99.2 to its Report of Foreign Private Issuer on Form 6-K, filed on August 19, 2025 (the “Proxy Statement”). Due to a typographical error contained in the third paragraph of Proposal Two contained therein, the Company is refiling herewith its Proxy Statement, as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K (the “Report”), for the sole purposes of correcting the Proxy Statement. Other than the correction of such typographical error, no changes have been made to the Proxy Statement.

Incorporation By Reference

This Report is incorporated by reference into the Company’s Registration Statements on Form F-3 (File Nos. 333-289219, 333-283874, 333-273028 and 333-272377) and Form S-8 (File Nos. 333-284377, 333-278602 and 333-272266), 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.

1

EXHIBIT INDEX

Exhibit No.
99.1		Proxy Statement for the Annual and Special General Meeting to be held on September 25, 2025.

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: August 21, 2025		By:		/s/ Avraham Brenmiller
		Name:		Avraham Brenmiller
		Title:		Chief Executive Officer

3

FAQ

Who was appointed to the Brenmiller Energy (BNRG) board?

The company appointed Harel Gadot as an independent director, effective immediately.

When does the board vacancy occur for BNRG?

The vacancy results from the term of Ms. Chen Franco-Yehuda expiring on August 25, 2025.

When is Brenmiller Energy's shareholder meeting referenced in the filing?

The Proxy Statement (Exhibit 99.1) is for the Annual and Special General Meeting to be held on September 25, 2025.

Did the company make substantive changes to the proxy statement?

No. The filing states only a typographical error was corrected and no other changes were made.

What are Harel Gadot's credentials as disclosed?

Mr. Gadot holds a B.S. from Siena College, an MBA from the University of Manchester, and an Executive Degree in Finance from Harvard Business School.