BrenX to raise $1M via preferred shares, warrants

BrenX adds a $1 million preferred share and warrant tranche, resets preferred conversion prices to $2.616, and reports 1.95 million ordinary shares outstanding post-closing.

Rhea-AI Filing Summary

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.

Key Figures

Total SPA capacity: $25,000,000 in securities September 2026 tranche size: $1,000,000 Preferred shares issued in tranche: 1,000 preferred shares +5 more

8 metrics

Total SPA capacity $25,000,000 in securities Aggregate amount available across multiple tranches under the securities purchase agreement

September 2026 tranche size $1,000,000 Amount of the September 2026 Subsequent Funding from Alpha Capital Anstalt

Preferred shares issued in tranche 1,000 preferred shares Preferred shares to be issued in the September 2026 Subsequent Funding, $1,000 stated value each

Preferred conversion price $2.616 per ordinary share Fixed conversion price for new preferred shares and adjusted price for previously issued preferred under anti-dilution provisions

Ordinary warrants issued 382,263 ordinary shares underlying warrants Number of ordinary shares purchasable under warrants issued in the September 2026 tranche

Warrant exercise price $87.36 per share Exercise price of ordinary warrants issued with the September 2026 Subsequent Funding

Post-closing ordinary shares outstanding 1,946,972 shares Ordinary shares issued and outstanding as of the closing of the September 2026 Subsequent Funding

Post-closing preferred shares outstanding 3,476 preferred shares Preferred shares issued and outstanding as of the closing of the September 2026 Subsequent Funding

Key Terms

pre-funded warrants, ordinary warrants, anti-dilution and ratchet adjustment provisions, Section 4(a)(2) of the Securities Act of 1933, +2 more

6 terms

pre-funded warrants financial

"consisting of preferred shares, pre-funded warrants, and ordinary warrants"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

ordinary warrants financial

"ordinary warrants to purchase 382,263 ordinary shares at an exercise price"

A warrant that gives its holder the right to buy ordinary shares (common stock) at a fixed price for a set period. Think of it as a coupon that lets an investor purchase a share later at a predetermined price; if the market price rises above that price the coupon is valuable, otherwise it may expire worthless. Investors care because exercising warrants can amplify gains but also dilute existing shareholders by increasing the number of shares outstanding.

anti-dilution and ratchet adjustment provisions financial

"under the anti-dilution and ratchet adjustment provisions contained in the Company’s"

Section 4(a)(2) of the Securities Act of 1933 regulatory

"pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act"

Rule 506(b) of Regulation D regulatory

"and Rule 506(b) of Regulation D promulgated thereunder"

Rule 506(b) of Regulation D is a set of rules that allows companies to raise money from investors without having to register with the government, as long as they follow certain guidelines. It lets companies offer securities to a limited number of investors, often trusted or experienced ones, making it easier and quicker to raise funds compared to traditional methods. This rule matters to investors because it provides access to private investment opportunities that are generally less regulated but still require careful consideration.

Registration Statement on Form F-3 regulatory

"incorporated by reference into the Company’s Registration Statements on Form F-3"

A registration statement on Form F-3 is a streamlined filing used by eligible foreign companies to register securities for sale in the U.S., often as a “shelf” that lets them offer shares quickly when market conditions are right. For investors it matters because it signals that the company can raise capital on short notice—potentially increasing liquidity but also the risk of share dilution if new stock is issued—similar to a company keeping a pre-approved credit line ready to use.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What financing did BRNX announce in the September 2026 Form 6-K?

BrenX Ltd. reported a new $1,000,000 tranche under its securities purchase agreement with Alpha Capital Anstalt, involving 1,000 preferred shares convertible at $2.616 per share and ordinary warrants to purchase 382,263 ordinary shares at $87.36 per share.

How many BrenX (BRNX) shares will be outstanding after the September 2026 funding?

BrenX states that upon closing of the September 2026 subsequent funding it will have 1,946,972 ordinary shares issued and outstanding and 3,476 preferred shares issued and outstanding.

What are the key terms of the preferred shares issued by BRNX in this tranche?

BrenX will issue 1,000 preferred shares, each with a stated value of $1,000, convertible into ordinary shares at a fixed conversion price of $2.616 per share. Anti-dilution and ratchet provisions also adjusted the conversion price of previously issued preferred shares to $2.616.

What are the terms of the BrenX (BRNX) ordinary warrants in the September 2026 funding?

The company will issue ordinary warrants to purchase 382,263 ordinary shares at an exercise price of $87.36 per share. These warrants are exercisable upon issuance and will expire five years from the initial exercise date.

How will BrenX (BRNX) use the proceeds from the September 2026 funding?

BrenX plans to use the net proceeds from the $1,000,000 September 2026 subsequent funding for general corporate purposes, working capital, and execution of its commercial TES projects across Europe, the U.S. and the Middle East.

Is the BrenX (BRNX) September 2026 offering registered with the SEC?

The securities are being issued under Section 4(a)(2) and Rule 506(b), so they are not registered at issuance. BrenX has agreed to file a registration statement to register the resale of ordinary shares underlying the preferred shares and ordinary warrants from this tranche.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/17/2026 - 04:05 PM Accepted by SEC EDGAR 09/17/2026 - 04:05 PM Learn about SEC filing dates

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 6-K

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934

For the month of September 2026 (Report No. 3)

Commission File Number: 001-41402

BRENX LTD.

(Translation of registrant’s name into English)

13 Amal St. 4th Floor, Park Afek

Rosh Haayin, 4809249 Israel
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒        Form 40-F ☐

CONTENTS

As previously disclosed on a Form 6-K by BrenX Ltd., or the Company, on July 25, 2025 the Company entered into a securities purchase agreement, or the SPA, with Alpha Capital Anstalt, or Alpha, as subsequently amended, pursuant to which the Company agreed to issue and sell to Alpha, subject to certain conditions, up to an aggregate of $25 million in securities across multiple tranches, consisting of preferred shares, pre-funded warrants, and ordinary warrants.

Between July 2025 and August 2026, the Company completed multiple closings under the SPA, including an initial closing on July 28, 2025, pursuant to which the Company issued pre-funded warrants and ordinary warrants, and subsequent closings between September 2025 and August 2026 pursuant to which the Company issued preferred shares and accompanying ordinary warrants.

On September 15, 2026, the Company received an additional subsequent funding notice from Alpha in the amount of $1,000,000, or the September 2026 Subsequent Funding, pursuant to which the Company will issue (i) 1,000 preferred shares with a stated value of $1,000 per share, convertible into ordinary shares at a fixed conversion price of $2.616 per share, and (ii) ordinary warrants to purchase 382,263 ordinary shares at an exercise price of $87.36 per share, which are exercisable upon issuance and will expire five years from the initial exercise date. The September 2026 Subsequent Funding is expected to close on or about September 17, 2026.

The net proceeds from the September 2026 Subsequent Funding will be used for general corporate purposes, working capital and execution of the Company’s commercial TES projects across Europe, the U.S. and the Middle East.

As a result of the pricing of the September 2026 Subsequent Funding, under the anti-dilution and ratchet adjustment provisions contained in the Company’s Amended and Restated Articles of Association, the conversion price of the preferred shares previously issued pursuant to the SPA was adjusted to $2.616. As of the closing of the September 2026 Subsequent Funding, the Company will have 1,946,972 ordinary shares issued and outstanding and 3,476 preferred shares issued and outstanding.

The securities referred to herein were offered pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended, or the Securities Act, and Rule 506(b) of Regulation D promulgated thereunder. The securities have not been registered under the Securities Act or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. The Company has agreed to file a registration statement with the Securities and Exchange Commission, or the SEC, to register the resale of the ordinary shares underlying the preferred shares and the ordinary warrants issued pursuant to the September 2026 Subsequent Funding.

This Report of Foreign Private Issuer on Form 6-K, or this Report, is incorporated by reference into the Company’s Registration Statements on Form F-3 (File Nos 333-273028, 333-283874, 333-289219, 333-290642, 333-292634, 333-293660, 333-294341, 333-295594, 333-296507, 333-296898, 333-297567, and 333-298666) and Form S-8 (File Nos. 333-272266, 333-278602, 333-284377, 333-290040, and 333-298317), filed with the Securities and Exchange Commission, to be a part thereof from the date on which this Report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished. 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	BrenX Ltd.
Date: September 17, 2026	By:	/s/ Ofir Zimmerman
		Name:	Ofir Zimmerman
		Title:	Chief Financial Officer

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