BRENX LTD. (BNRG) SEC Filings, Sep 2025-Jan 2026

Brenmiller Energy Ltd. held a Special General Meeting of Shareholders on January 13, 2026. The meeting was initially opened at 10:00 a.m. Israel time but had to be adjourned because there was not enough shareholder participation to meet the required quorum. The adjourned meeting was reconvened at 12:00 p.m. Israel time, at which point a quorum was present and shareholders approved the sole agenda item, as described in the previously distributed Notice and Proxy Statement.

This report on Form 6-K also states that it is incorporated by reference into several of the company’s existing Form F-3 and Form S-8 registration statements, meaning the information becomes part of those registration documents from the date of submission unless later superseded.

Brenmiller Energy Ltd. is convening a Special General Meeting of Shareholders on January 13, 2026 at 10:00 a.m. Israel time. The meeting is intended for holders of the company’s ordinary shares.

Only shareholders of record who hold ordinary shares at the close of business on December 18, 2025 will be entitled to receive notice of, and vote at, the meeting and any postponements or adjournments. The company has prepared a Notice of Meeting, Proxy Statement and Proxy Card, which are provided as exhibits to this report and are incorporated by reference into several of its existing Form F-3 and Form S-8 registration statements.

Brenmiller Energy Ltd. has filed a resale prospectus covering up to 6,643,356 ordinary shares for sale by a single selling shareholder, Alpha Capital Anstalt. These shares include ordinary shares issuable from 3,800 preferred shares convertible at $2.288 per share and ordinary warrants exercisable at $2.40 per share, plus additional shares equal to 200% of the maximum amounts issuable to account for potential anti-dilution adjustments.

All shares in this prospectus may be sold from time to time on Nasdaq under the symbol BNRG, and all sale proceeds will go to the selling shareholder. Brenmiller may receive cash only if the preferred shares are converted or the warrants are exercised. As of November 21, 2025, 3,859,800 ordinary shares were outstanding, so full conversion and exercise would significantly increase the share count and could add selling pressure and dilution for existing holders.

Brenmiller Energy Ltd. filed Amendment No. 1 to a Form F-3 to register up to 6,643,356 ordinary shares for resale by the selling shareholder. The shares consist of stock issuable upon conversion of preferred shares and exercise of warrants, including additional amounts reflecting potential anti-dilution adjustments. The company states it is not selling any securities under this prospectus and will not receive proceeds from resales; it may receive cash only upon any preferred conversions at $2.288 per share and warrant exercises at $2.40 per share.

The amendment includes Rule 473(b) language for automatic effectiveness 20 days after filing under Section 8(a). Brenmiller’s ordinary shares trade on Nasdaq as “BNRG”; the last reported price was $1.40 on November 4, 2025. Shares outstanding were 3,859,800 as of November 5, 2025. A 9.99% beneficial ownership cap applies to conversions and exercises. The company notes prior Nasdaq compliance actions and highlights risks tied to potential dilution and listing standards.

Brenmiller Energy Ltd. reported that its Board of Directors appointed Ms. Orna Ben Yosef as an independent director, effective November 1, 2025. She will also serve as a member of the Board’s audit committee from that date.

Ms. Ben Yosef, age 59, is currently Chief Financial Officer of Creator of All Ltd and has held senior finance positions including CFO of Therapin Ltd. and corporate controller at Mendelson Infrastructure and Industries Ltd. She also serves as an external director at Inter Industries Plus Ltd. (TASE: ININ) and P.C.B. Technologies Ltd. (TASE: PCBT), chairing key governance committees at Inter Industries Plus Ltd.

The company highlights her extensive experience in finance, accounting, corporate governance, and senior management of public industrial and technology companies as the basis for considering her well‑qualified to join the Board. The filing states she has no direct or indirect material interest in any related-party transaction that would require disclosure under Item 404(a) of Regulation S‑K.

Alpha Capital Anstalt filed an amendment to Schedule 13G reporting beneficial ownership of 385,594 ordinary shares of Brenmiller Energy Ltd., representing 9.99% of the class based on 3,859,800 shares outstanding as of September 16, 2025. The filer is organized in Liechtenstein with principal address at Altenbach 8, FL-9490 Vaduz. The filing states Alpha Capital has sole voting and dispositive power over the 385,594 shares and notes a contractual 9.99% ownership restriction that prevents holding more upon full conversion or exercise of its securities. The filing includes a certification that the securities were not acquired to change or influence control of the issuer.

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.