Welcome to our dedicated page for Brenmiller Energy SEC filings (Ticker: BNRG), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Brenmiller Energy Ltd. filings document foreign private issuer reports on thermal energy storage projects, commercial execution, governance and capital structure. The company furnishes Form 6-K current reports under Form 20-F status, including press releases, special meeting materials, proxy statements and results of shareholder votes.
Its SEC disclosures also cover securities purchase agreement financings involving preferred shares, pre-funded warrants and ordinary warrants; conversion-price and anti-dilution adjustments; outstanding share capital; reverse share split materials; and incorporation of reports into Form F-3 and Form S-8 registration statements. Project-related filings describe bGen TES deployments and working-capital use for commercial TES projects across Europe, the U.S. and the Middle East.
Brenmiller Energy Ltd. (BNRG) submitted a Form 6-K that incorporates several exhibits: a press release titled “Brenmiller Reports First Half 2025 Financial Results, Operational Updates, and Upcoming Catalysts”, Condensed Consolidated Financial Statements for the six-month period ended June 30, 2025 (unaudited), Management’s Discussion and Analysis of financial condition and results of operations, and an interactive Inline XBRL cover page. The report is signed by the company's Chief Financial Officer and dated September 30, 2025. The filing references those exhibits but does not include numeric results or forward commentary within the disclosed text.
Alpha Capital Anstalt reported beneficial ownership of 590,439 ordinary shares of Brenmiller Energy Ltd., representing 15.30% of the class based on 3,859,800 shares outstanding as of September 16, 2025. The filing states Alpha Capital has sole voting and dispositive power over the 590,439 shares and identifies Liechtenstein as its place of organization.
The filing also states the reported aggregate represents the maximum shares Alpha Capital can beneficially control under a contractually stipulated 9.99% ownership restriction, and that full conversion or exercise of its securities would exceed that restriction. The statement is filed on Schedule 13G and includes a certification that the holdings are not intended to influence control of the issuer.
Brenmiller Energy Ltd. reports closing a new equity financing tranche with Alpha Capital Anstalt under a previously signed securities purchase agreement of up to $25 million. On September 29, 2025, the company issued 3,800 preferred shares with a stated value of $1,000 per share for total consideration of $3.8 million, together with 1,660,839 ordinary warrants.
Each preferred share is convertible into ordinary shares at a fixed conversion price of $2.288 per share, and the accompanying ordinary warrants have an exercise price of $2.40 per share and a five-year term. Net proceeds from this $3.8 million closing are earmarked for general corporate purposes, working capital and execution of thermal energy storage projects in Europe, the U.S. and the Middle East.
The financing was completed as a private offering under Section 4(a)(2) and Rule 506(b) of Regulation D, and the company has agreed to register the resale of the ordinary shares underlying the preferred shares and warrants. Shareholders approved amendments to the Articles of Association to create the preferred share class, and the amended and restated Articles are filed as an exhibit.
Alpha Capital Anstalt amended its Schedule 13D for Brenmiller Energy Ltd. to report that following a series of share sales in September 2025 it beneficially owns 590,439 ordinary shares, equal to 15.30% of the company based on 3,859,800 shares outstanding after a reverse split. The filer also holds warrants to purchase 6,450 and 631,579 ordinary shares that include contractual 9.99% ownership limits. The reported sales occurred between September 18 and September 26, 2025, and reduced the holder below the 20% threshold, prompting a change from Schedule 13D to an intention to file Schedule 13G as a passive investor.
Brenmiller Energy Ltd. reports the results of its Annual and Special General Meeting of Shareholders held on September 25, 2025. A quorum was present and shareholders approved all agenda items that had been described in the previously distributed notice and proxy statement.
Following these approvals, the company adopted Amended and Restated Articles of Association and a Compensation Policy for its office holders, both dated September 25, 2025. These documents are attached as exhibits to the report and the information is incorporated by reference into Brenmiller Energy’s existing Form F-3 and Form S-8 registration statements.
Alpha Capital Anstalt reports beneficial ownership of 812,353 ordinary shares of Brenmiller Energy Ltd., representing 21.0465% of the outstanding shares on a post-reverse-split basis. The filer also holds warrants to purchase 6,450 and 631,579 ordinary shares that include a contractually stipulated 9.99% ownership restriction. The amendment discloses recent open-market sales of ordinary shares in several transactions and confirms the reporting person retains sole voting and dispositive power over the reported shares.
Alpha Capital Anstalt reports beneficial ownership of 812,353 ordinary shares of Brenmiller Energy Ltd., representing 21.0465% of the outstanding shares on a post-reverse-split basis. The filer also holds warrants to purchase 6,450 and 631,579 ordinary shares that include a contractually stipulated 9.99% ownership restriction. The amendment discloses recent open-market sales of ordinary shares in several transactions and confirms the reporting person retains sole voting and dispositive power over the reported shares.
Alpha Capital Anstalt reports beneficial ownership of 875,852 ordinary shares of Brenmiller Energy Ltd., representing 22.6916% of the outstanding shares (based on 3,859,800 post-reverse split ordinary shares). The filer also holds warrants to purchase 6,450 and 631,579 ordinary shares; those warrants include a contractual 9.99% ownership restriction and are excluded from the percentage calculation. The filing discloses three recent sales on 9/5/2025, 9/10/2025 and 9/11/2025 totaling 57,985 shares at prices between $2.176 and $2.241, with aggregate proceeds shown for each trade. The reporting person has sole voting and dispositive power over the disclosed shares.
Alpha Capital Anstalt reports beneficial ownership of 875,852 ordinary shares of Brenmiller Energy Ltd., representing 22.6916% of the outstanding shares (based on 3,859,800 post-reverse split ordinary shares). The filer also holds warrants to purchase 6,450 and 631,579 ordinary shares; those warrants include a contractual 9.99% ownership restriction and are excluded from the percentage calculation. The filing discloses three recent sales on 9/5/2025, 9/10/2025 and 9/11/2025 totaling 57,985 shares at prices between $2.176 and $2.241, with aggregate proceeds shown for each trade. The reporting person has sole voting and dispositive power over the disclosed shares.
Alpha Capital Anstalt reports beneficial ownership of 875,852 ordinary shares of Brenmiller Energy Ltd., representing 22.6916% of the outstanding shares (based on 3,859,800 post-reverse split ordinary shares). The filer also holds warrants to purchase 6,450 and 631,579 ordinary shares; those warrants include a contractual 9.99% ownership restriction and are excluded from the percentage calculation. The filing discloses three recent sales on 9/5/2025, 9/10/2025 and 9/11/2025 totaling 57,985 shares at prices between $2.176 and $2.241, with aggregate proceeds shown for each trade. The reporting person has sole voting and dispositive power over the disclosed shares.
Brenmiller Energy Ltd. filed a Form S-8 to register 1,672,536 additional ordinary shares to be reserved for issuance under its 2013 Global Incentive Option Scheme. These newly registered shares are in addition to 502,464 ordinary shares previously registered on earlier Form S-8 filings for the same plan. The company notes that all historical share amounts and per-share data in the document are presented on a post-split basis, reflecting a 5-for-1 reverse share split of its issued and outstanding ordinary shares that took effect on Nasdaq at the market open on June 20, 2025.
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.
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.