BrenX secures $3M via preferred shares and warrants

Rhea-AI Filing Summary

BRENX LTD. (BNRG) reported three additional August 2026 subsequent fundings under its existing securities purchase agreement with Alpha Capital Anstalt. On August 24, 26 and 28, 2026, the company received three separate $1,000,000 fundings, each through the issuance of 1,000 preferred shares (stated value $1,000 per share) plus accompanying ordinary warrants.

The preferred shares issued in these fundings are convertible into ordinary shares at fixed conversion prices of $3.138, $3.12 and $3.928 per share, respectively. The accompanying ordinary warrants cover specified ordinary share amounts at an exercise price of $87.36 per share and are exercisable immediately for five years. Anti-dilution provisions reset the conversion price of previously issued preferred shares to $3.12. After the third August 2026 funding, BrenX has 1,624,514 ordinary shares and 3,379 preferred shares issued and outstanding. The proceeds are allocated to general corporate purposes, working capital and commercial TES projects, and the company has agreed to register the resale of the ordinary shares underlying these preferred shares and warrants.

Filing Explained

The August fundings are closed and the securities were issued, but they remain unregistered: the company has only agreed to file a resale registration statement, so this filing does not establish that Alpha can currently resell the underlying shares.

Key Figures

First August 2026 Subsequent Funding amount: $1,000,000 Preferred share stated value: $1,000 per share First funding conversion price: $3.138 per share +5 more

8 metrics

First August 2026 Subsequent Funding amount $1,000,000 Funding with Alpha closed on August 24, 2026

Preferred share stated value $1,000 per share Preferred shares issued in each August 2026 Subsequent Funding

First funding conversion price $3.138 per share Conversion price of preferred shares issued August 24, 2026

Second funding and reset conversion price $3.12 per share Conversion price of August 26, 2026 preferred shares and adjusted prior preferred shares

Third funding conversion price $3.928 per share Conversion price of preferred shares issued August 28, 2026

Ordinary warrant exercise price $87.36 per share Exercise price of ordinary warrants issued in all August 2026 Subsequent Fundings

Ordinary shares outstanding 1,624,514 shares Ordinary shares issued and outstanding after Third August 2026 Subsequent Funding

Preferred shares outstanding 3,379 shares Preferred shares issued and outstanding after Third August 2026 Subsequent Funding

Key Terms

securities purchase agreement, pre-funded warrants, anti-dilution, ratchet adjustment, +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.

pre-funded warrants financial

"pursuant to which the Company issued 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.

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 financial

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

Regulation D regulatory

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

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

registration statement regulatory

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

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What financing transactions did BNRG complete in August 2026 with Alpha Capital Anstalt?

BNRG completed three subsequent fundings on August 24, 26 and 28, 2026, each for $1,000,000, issuing 1,000 preferred shares (stated value $1,000 per share) and accompanying ordinary warrants to Alpha Capital Anstalt under an existing securities purchase agreement.

What are the conversion prices of the new BrenX (BNRG) preferred shares issued in August 2026?

The preferred shares from the August 2026 fundings are convertible into ordinary shares at fixed prices of $3.138 per share (August 24), $3.12 per share (August 26) and $3.928 per share (August 28). An anti-dilution adjustment also reset the conversion price of previously issued preferred shares to $3.12.

What are the key terms of the ordinary warrants issued by BNRG in the August 2026 fundings?

BrenX issued ordinary warrants to purchase 318,674, 320,513 and 254,582 ordinary shares in the three August 2026 fundings, each with an exercise price of $87.36 per share. The warrants are exercisable upon issuance and will expire five years from the initial exercise date.

How many BrenX (BNRG) shares are outstanding after the Third August 2026 Subsequent Funding?

Following the closing of the Third August 2026 Subsequent Funding, BrenX has 1,624,514 ordinary shares issued and outstanding and 3,379 preferred shares issued and outstanding, as disclosed in the report.

How will BrenX (BNRG) use the proceeds from the August 2026 Subsequent Fundings?

BrenX states that net proceeds from the August 2026 Subsequent Fundings will be used for general corporate purposes, working capital and the execution of commercial TES projects across Europe, the U.S. and the Middle East.

Will the securities issued in the August 2026 BrenX (BNRG) financings be registered with the SEC?

The securities were issued under exemptions in Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D and are not registered. BrenX has agreed to file a registration statement with the SEC to register the resale of the ordinary shares underlying the preferred shares and ordinary warrants.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/28/2026 - 08:45 AM EDT Accepted by SEC EDGAR 08/28/2026 - 07:58 AM EDT Learn about SEC filing dates

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 2026 (Report No. 5)

Commission File Number: 001-41402

BRENX 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 BrenX 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 July 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 between September 2025 and July 2026 pursuant to which the Company issued preferred shares and accompanying ordinary warrants.

On August 24, 2026, the Company closed an additional subsequent funding with Alpha in the amount of $1,000,000, or the First August 2026 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 $3.138 per share, and (ii) ordinary warrants to purchase 318,674 ordinary shares at an exercise price of $87.36 per share, which are exercisable upon issuance and will expire five years from the initial exercise date.

On August 26, 2026, the Company closed an additional subsequent funding with Alpha in the amount of $1,000,000, or the Second August 2026 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 $3.12 per share, and (ii) ordinary warrants to purchase 320,513 ordinary shares at an exercise price of $87.36 per share, which are exercisable upon issuance and will expire five years from the initial exercise date. 

On August 28, 2026, the Company closed an additional subsequent funding with Alpha in the amount of $1,000,000, or the Third August 2026 Subsequent Funding, and together with the First August 2026 Subsequent Funding and the Second August 2026 Subsequent Funding, the August 2026 Subsequent Fundings, 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 $3.928 per share, and (ii) ordinary warrants to purchase 254,582 ordinary shares at an exercise price of $87.36 per share, which are exercisable upon issuance and will expire five years from the initial exercise date.

The net proceeds from the August 2026 Subsequent Fundings 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 Second August 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 was adjusted to $3.12. Following the closing of the Third August 2026 Subsequent Funding, the Company will have 1,624,514 ordinary shares issued and outstanding and 3,379 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 preferred shares and the ordinary warrants issued pursuant to the August 2026 Subsequent Fundings.

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, 333-296898 and 333-297567) and Form S-8 (File Nos. 333-272266, 333-278602, 333-284377, 333-290040, and 333-298317), 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.

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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.

	BrenX Ltd.
Date: August 28, 2026	By:	/s/ Ofir Zimmerman
		Name:	Ofir Zimmerman
		Title:	Chief Financial Officer

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