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Brenmiller Energy Ltd. filed a Form F-3 shelf registration to offer up to $75,000,000 of ordinary shares, warrants or units to be sold from time to time. The shelf permits multiple offerings; specific amounts, prices and terms will be provided in prospectus supplements.
The company reports 2,019,336 Ordinary Shares outstanding as of June 3, 2026 and disclosed a Nasdaq last reported sale price of $1.82 per share on June 3, 2026. Net proceeds use is described as working capital and general corporate purposes, with management discretion over allocation.
Brenmiller Energy Ltd. amended its existing sales agreement with A.G.P./Alliance Global Partners for its ordinary shares sold under an at-the-market offering program. The amendment, signed on June 3, 2026, ties the agreement’s termination to the effectiveness period of a replacement shelf registration statement on Form F-3.
The change is being made because the current Form F-3 shelf registration is expected to expire and the company plans to file a new Form F-3. This report is also incorporated by reference into several existing Form F-3 and Form S-8 registration statements.
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.
Brenmiller Energy Ltd. is promoting long-time executive Nir Brenmiller to Chief Executive Officer, with his appointment subject to shareholder approval of updated compensation packages for him and Chairman Avi Brenmiller. Avi Brenmiller will remain Chairman of the Board, keeping leadership continuity at the company.
Nir Brenmiller has held senior roles at the company for more than a decade, including Deputy CEO, Chief Operating Officer and Executive Vice President, and has served on the board since 2012. The company highlights his role in shifting Brenmiller from a thermal energy storage developer to a broader clean heat-and-power platform built around its bGen™ technology and BNRG360™ strategy.
Brenmiller Energy Ltd. registers up to 1,448,371 ordinary shares for resale by a selling shareholder, consisting largely of shares issuable upon conversion of preferred shares and exercise of warrants. The resale prospectus is for secondary sales only; Brenmiller will not receive proceeds from the resale, except cash equal to the exercise price of any April 2026 ordinary warrants that are exercised.
The filing states 540,536 ordinary shares outstanding as of May 5, 2026 and discloses conversion and exercise terms including a $3.39 conversion price for certain preferred shares and a $14.56 exercise price for April 2026 ordinary warrants. The registration permits the selling shareholder to sell from time to time on Nasdaq or through negotiated transactions.
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.
Brenmiller Energy Ltd. plans to implement a 5-for-1 reverse share split of its issued and outstanding ordinary shares after market close on April 14, 2026. The shares will begin trading on a post-split basis on April 15, 2026 under the existing Nasdaq symbol BNRG.
The reverse split, previously approved at the March 31, 2026 shareholder meeting, will reduce outstanding ordinary shares from 2,577,327 to 515,465, while authorized capital remains at 150,000,000 ordinary and 25,000 preferred shares. Preferred shares will not be reduced; instead, their conversion ratio will be adjusted proportionally, and fractional shares will be rounded to the nearest whole share under the company’s Articles.
Brenmiller Energy Ltd. held a Special General Meeting of Shareholders on March 31, 2026. The meeting was initially convened at 10:00 a.m. Israel time but was adjourned because the required quorum was not present. An adjourned meeting was then held at 12:00 p.m. Israel time, where a quorum was reached. Shareholders voted on and approved the sole agenda item, which had been detailed in the company’s earlier notice and proxy statement furnished on March 16, 2026. This report is also incorporated by reference into several of Brenmiller’s effective registration statements on Form F-3 and Form S-8.
Brenmiller Energy reported its first commercial TES system revenue and outlined a shift toward integrated clean heat-and-power solutions. 2025 revenue was approximately $387,000, compared to no revenue in 2024, driven by a bGen™ installation with Enel in Italy.
The company advanced its 32 MWh Tempo boiler-replacement project and previously projected about $1.7 million of 2026 revenue tied to Tempo execution milestones. Management also launched the BNRG360 strategy, bundling TES with solar and battery storage under long-term structures to seek larger, recurring revenue opportunities.
Despite these milestones, Brenmiller remained loss-making in 2025, with operating loss of about $12.7 million and net loss of about $13.9 million, compared to $10.6 million and $6.8 million in 2024. Cash, cash equivalents and restricted deposits were approximately $4.9 million as of December 31, 2025, up from about $4.1 million a year earlier.