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

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 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.

Alpha Capital Anstalt filed Amendment No. 3 to its Schedule 13D on Brenmiller Energy Ltd. (BNRG).

• The Liechtenstein‐based investor now beneficially owns 800,522 ordinary shares, equal to 24.99 % of BNRG’s outstanding shares (3,203,371 post-reverse-split shares as of 24 Jul 2025).
• On 25 Jul 2025 it invested $1.2 million via a Securities Purchase Agreement, receiving 631,579 pre-funded warrants (exercise price $0.00001) and 631,579 common warrants (exercise price $2.09). Both series carry a 9.99 % ownership cap.
• The reporting person holds sole voting and dispositive power over the shares and may buy or sell additional securities based on market and company conditions.
• Alpha Capital states it is “satisfied with the Company’s current trajectory” and anticipates possible follow-on investments over the next two years, subject to conditions.
• No other plans under Items 4(a)-(j) of Schedule 13D are disclosed, and no exhibits accompany this amendment.

The filing signals ongoing support from a large strategic holder while highlighting potential future dilution from warrant exercises.

Brenmiller Energy (BNRG) signed a Securities Purchase Agreement with Alpha Capital Anstalt that could deliver up to $50 million in fresh capital.

• Initial closing — 28 Jul 2025: Alpha invested $1.2 million for 631,579 pre-funded warrants (exercise $0.00001) plus 631,579 five-year ordinary warrants (exercise $2.09).
• Equity Closing (pending shareholder vote): $3.8 million of $1,000-par preferred shares, convertible at $2.288, and equal ordinary warrants (exercise $2.40, five-year).
• Upsize options: Alpha may purchase up to $20 million of additional preferred shares and arrange up to $15 million more through warrant exercises or other financings over two years.
• Total potential financing, assuming all warrants exercised, reaches $50 million.
• Use of proceeds: working capital and execution of thermal energy storage projects in Europe, the U.S. and the Middle East.
• Shareholder approval is required because issuances could exceed 24.99 % of outstanding ordinary shares.

Two Registration Rights Agreements oblige BNRG to file and maintain resale registration statements. Securities are issued under Section 4(a)(2) and Rule 506(b) exemptions.

Brenmiller Energy Ltd. (NASDAQ: BNRG) received a Schedule 13G disclosing that Israeli entrepreneur Itzhak Sela and his wholly-owned holding company A.Y.L Sela (1991) Ltd. collectively hold a meaningful minority position in the company’s ordinary shares.

Ownership details

• A.Y.L Sela (1991) Ltd. beneficially owns 460,489 ordinary shares, equal to 4.1 % of the 11,114,312 shares outstanding.
• Itzhak Sela personally holds 502,572 shares and shares voting/dispositive power over the 460,489 shares held by the company, giving him aggregate beneficial ownership of 962,961 shares (8.7 % of the class).

The filing is made under Rule 13d-1(c) and includes a certification that the securities were not acquired with the purpose or effect of changing or influencing control of the issuer.

Implications for investors

• The sub-10 % stake does not trigger a Schedule 13D activism filing, signalling a passive investment stance.
• An 8.7 % insider position can be viewed as alignment of management and shareholder interests and may reduce free float.
• No transaction prices or additional financing details are provided; the document is strictly an ownership disclosure.