BRENX LTD. (BRNX) shareholders approved the meeting’s sole agenda item at the adjourned special general meeting on November 6, 2026. The meeting was initially adjourned because a quorum was not present; the adjourned meeting began at 1:00 p.m. Israel time with a quorum present. The report is incorporated by reference into the company’s Form F-3 and Form S-8 registration statements.
BrenX Ltd. is asking shareholders to approve a potential reverse split of its issued and outstanding ordinary shares at a ratio between 1-for-3 and 1-for-6. If approved, the board would decide whether and when to effect the split and select the exact ratio. The company says the proposal is intended to address Nasdaq’s requirement that listed securities maintain a minimum bid price of $1.00 per share.
If effected, the split would also proportionately adjust ordinary shares issuable under outstanding options, restricted share units, restricted shares and warrants. The number of authorized shares would remain unchanged; outstanding preferred shares would not be reduced, but their conversion ratio would be adjusted proportionally. BrenX says the split would not change shareholders’ percentage ownership or relative voting rights. The board unanimously recommends a vote FOR. The meeting is scheduled for November 6, 2026; shareholders of record at the close of business on October 22, 2026 may vote.
BRENX Ltd. filed a prospectus supplement for an at-the-market offering of up to $2,886,058 of ordinary shares. The shares may be offered and sold under its Sales Agreement with A.G.P./Alliance Global Partners, dated June 9, 2023, and amended June 3, 2026. An opinion on the legality of the shares’ issuance and sale is attached.
BRENX Ltd. may offer and sell ordinary shares with an aggregate offering price of up to $2,886,058 from time to time through A.G.P. in an “at the market offering.” With BRENX’s written authorization, A.G.P. may also make negotiated sales at prevailing market prices or prices related to them. A.G.P. receives a commission equal to 3.0% of gross sales price per share; net proceeds from sales are paid to BRENX.
BRENX intends to use net proceeds for general corporate purposes, working capital, research and development, capital expenditures, commercial project development, strategic investments, other business opportunities, and repayment or refinancing of existing or future indebtedness. Management retains broad discretion over their application. Sales amounts and prices may vary with market conditions and placement instructions; the prospectus cites a last reported sale price of $1.32 per share on October 13, 2026 as the basis for its offering illustration.
In a separate stated scenario, BRENX assumes sales of 2,186,408 shares, equal to approximately 52.9% of shares outstanding after those sales. BRENX stated that 1,946,972 Ordinary Shares were outstanding as of October 13, 2026. The auditor’s report on the company’s 2025 financial statements contains an explanatory paragraph relating to its ability to continue as a going concern.
BRENX Ltd. (BRNX) filed to register up to 1,146,789 ordinary shares for resale by Alpha Capital Anstalt. The amount comprises 382,263 shares issuable upon conversion of 1,000 preferred shares at an initial conversion price of $2.616 per share, up to an additional 382,263 shares tied to potential anti-dilution adjustments without taking account of conversion limitations, and 382,263 shares issuable upon exercise of ordinary warrants at $87.36 per share.
After the registration statement becomes effective, Alpha may sell all, some or none of the shares through market or private transactions. BRENX will receive no proceeds from those resales, but would receive cash equal to the aggregate exercise price of any ordinary warrants exercised. The company intends to use warrant exercise proceeds for general corporate purposes, working capital, potential discharge of existing indebtedness, and execution of commercial TES projects across Europe, the U.S. and the Middle East. Ordinary shares outstanding were 1,946,972 as of September 24, 2026.
BRENX identifies potential market overhang and dilution from sales and conversions of registered and convertible securities. It also states that another 30 consecutive business days with a closing bid below $1 per share could leave it ineligible for an additional Nasdaq compliance period after reverse splits within the prior year; Nasdaq staff may issue a delisting determination without a further cure period.
BrenX Ltd. (BRNX) is drawing an additional $1,000,000 under its existing up-to $25 million securities purchase agreement with Alpha Capital Anstalt. In this September 2026 tranche, BrenX will issue 1,000 preferred shares with a stated value of $1,000 each, convertible into ordinary shares at a fixed price of $2.616 per share, plus ordinary warrants to purchase 382,263 ordinary shares at an exercise price of $87.36 per share, exercisable immediately and expiring five years after initial exercise.
The funding is expected to close on or about September 17, 2026, and BrenX plans to use the net proceeds for general corporate purposes, working capital and execution of commercial TES projects in Europe, the U.S. and the Middle East. Due to anti-dilution and ratchet provisions in its Amended and Restated Articles of Association, the conversion price of preferred shares previously issued under the agreement has been reset to $2.616. After this closing, BrenX states it will have 1,946,972 ordinary shares and 3,476 preferred shares issued and outstanding. The new securities are being issued in a private placement under Section 4(a)(2) and Rule 506(b), and BrenX has agreed to file a registration statement to register the resale of ordinary shares underlying the preferred shares and warrants from this tranche.
BrenX Ltd. (BRNX) entered into a settlement agreement with the European Investment Bank that is expected to extinguish approximately $4.8 million of EIB debt, cancel the related finance contract, settle remaining claims and release associated security, subject to closing conditions and a €1.1 million initial payment. Based on illustrative management estimates as of June 30, 2026, this could reduce total liabilities by about 54% from $8.9 million to $4.1 million and increase shareholders’ equity by about 77% from $4.6 million to $8.2 million, including an estimated $3.6 million income on extinguishment of the loan. The settlement also includes a potential additional €2.9 million payment if certain Qualifying Transactions occur within one year, and is positioned as aligning BrenX’s balance sheet with its shift toward an integrated industrial energy platform built around its bGen™ thermal energy storage technology.
BrenX Ltd. (BRNX) reported first-half 2026 results showing a continued transition toward an integrated energy infrastructure model while still operating at an early, loss-making stage. Revenue was $0 versus $387 thousand a year earlier, as no project milestones met revenue-recognition criteria while the Tempo and Wolfson projects remained under construction or commissioning. Operating loss improved 9% to $5.97 million, and net loss narrowed 18% to $6.09 million, driven mainly by a 41% reduction in research and development expense and lower cost of revenues, partly offset by higher selling, marketing and general and administrative costs. Cash, cash equivalents and restricted deposits were $5.73 million at June 30, 2026, with net cash used in operations of $5.50 million, funded by $6.45 million of net financing inflows, largely from preferred share and warrant issuances to Alpha Capital Anstalt. Management states that recurring losses, negative operating cash flows and the current cash position raise substantial doubt about the company’s ability to continue as a going concern without additional financing. Strategically, BrenX acquired a 1.2 MWp operating photovoltaic facility in Hungary and agreed to buy adjacent land and infrastructure as a base for its first planned integrated industrial energy resource center and obtained an EIB waiver deferring an approximately $1.7 million loan payment while settlement talks continue.