BrenX to wipe $4.8M EIB debt in settlement

Rhea-AI Filing Summary

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.

Positive

• Approximately $4.8 million of EIB debt will be eliminated under the settlement, which management estimates could cut total liabilities by about 54% and materially strengthen the balance sheet.
• Management’s illustration shows shareholders’ equity potentially rising about 77%, from $4.6 million to $8.2 million, including an estimated $3.6 million income on extinguishment of the EIB loan.
• The settlement releases related security under the EIB finance contract, which is expected to provide greater near-term financial flexibility as BrenX pursues its integrated industrial energy strategy.

Negative

• The settlement includes a contingent obligation for an additional €2.9 million cash payment to the EIB if a defined Qualifying Transaction is signed or occurs within one year after the initial €1.1 million payment.

Filing Explained

The September 15 report becomes part of BrenX’s listed F-3 and S-8 registration statements; it does not itself report settlement closing.

As a Form 6-K, this report furnishes material information published in BrenX’s home market. It reports a settlement agreement whose cancellation steps follow the €1.1 million initial payment and the EIB’s confirmation that closing conditions are satisfied, and it incorporates the report into BrenX’s Form F-3 and Form S-8 registration statements.

The incorporation applies from submission of the report, but excludes the CEO commentary and the section titled “Forward Looking Statements.” This changes the disclosure record attached to those registration statements; it does not itself report that the settlement has closed or that securities have been offered or sold.

Key Figures

EIB loan eliminated: $4.8 million Initial settlement payment: €1.1 million Contingent settlement payment: €2.9 million +5 more

8 metrics

EIB loan eliminated $4.8 million Loan balance shown as $4.814 million before settlement in June 30, 2026 illustration

Initial settlement payment €1.1 million Cash payment by BrenX to the EIB at settlement commencement

Contingent settlement payment €2.9 million Payable if a Qualifying Transaction is signed or occurs within one year after initial payment

Total liabilities before settlement $8.9 million Reported total liabilities as of June 30, 2026 in illustrative table

Total liabilities after settlement $4.1 million Illustrative amount after settlement, a 54% reduction from June 30, 2026 level

Shareholders’ equity before settlement $4.6 million Reported shareholders’ equity as of June 30, 2026 in illustrative table

Shareholders’ equity after settlement $8.2 million Illustrative amount after settlement, a 77% increase versus June 30, 2026

Income on extinguishment of debt $3.6 million Estimated income from extinguishment of the EIB loan based on management assumptions

Key Terms

settlement agreement, extinguishment of debt, thermal energy storage, Qualifying Transaction, +2 more

6 terms

settlement agreement financial

"announced that it has entered into a settlement agreement with the European"

A settlement agreement is a legally binding deal where two sides resolve a dispute—often a lawsuit—by agreeing on terms such as payments, actions, or changes in behavior instead of continuing the case to trial. For investors it matters because settlements can create immediate costs, limit future liabilities or risks, and change a company's cash flow, reputation, or ongoing obligations much like paying a negotiated bill to avoid a lengthy, uncertain fight.

extinguishment of debt financial

"management estimates a potential income on extinguishment of the EIB loan"

Extinguishment of debt is the process by which a borrower’s obligation is legally ended — for example by paying it off, refinancing it with a different loan, or negotiating a settlement where the lender forgives part or all of what’s owed. For investors, it matters because extinguishing debt can change a company’s cash flow, credit risk and reported profits (sometimes creating one-time gains or costs), much like removing a heavy backpack changes how fast someone can move.

thermal energy storage technical

"a provider of thermal energy storage (“TES”) and integrated industrial energy"

Thermal energy storage is a technology that captures heat or cold so it can be used later, like a rechargeable battery that holds temperature instead of electricity. It matters to investors because it can lower energy costs, improve reliability for buildings and power plants, enable more use of renewable power, and create new revenue streams or cost savings for projects and companies involved in energy infrastructure.

Qualifying Transaction financial

"each a “Qualifying Transaction”) is signed or occurs during the one-year period"

A qualifying transaction is a deal that turns a non-operating or shell public company into a fully operating, exchange-approved business by meeting the stock exchange’s rules for operations, assets and management. It matters to investors because it marks a major change in what the company does and its risks—like converting an empty storefront into a functioning shop that must meet health and safety codes—and often brings new assets, share dilution and fresh disclosure obligations.

gigafactory technical

"helped establish the world’s first gigafactory dedicated to heat battery"

A gigafactory is a very large manufacturing facility designed to produce high volumes of complex products—most commonly batteries or electric vehicle components—at industrial scale. For investors, it matters because such plants can sharply lower per-unit costs through economies of scale, speed up a company's ability to meet demand, and serve as a visible sign of growth and capital intensity; think of it as moving from a home kitchen to an automated factory line to serve a whole city.

integrated industrial energy platform technical

"into an integrated industrial energy platform that can develop, own, operate"

FAQ

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

What did BrenX Ltd. (BRNX) announce regarding its debt with the European Investment Bank?

BrenX announced a settlement with the EIB under which, after a €1.1 million initial payment and satisfaction of closing conditions, the approximately $4.8 million EIB loan and related claims will be cancelled and the associated security released.

How will the EIB settlement affect BrenX (BRNX) liabilities and equity?

Management’s June 30, 2026 illustration shows total liabilities falling from $8.9 million to $4.1 million, a 54% reduction, and shareholders’ equity rising from $4.6 million to $8.2 million, a 77% increase, including about $3.6 million income on extinguishment.

What cash payments does BrenX (BRNX) owe under the EIB settlement?

The agreement requires an initial €1.1 million settlement payment. If a Qualifying Transaction occurs within one year after this payment, BrenX would owe an additional €2.9 million to the EIB under the settlement terms.

What illustrative balance sheet changes did BrenX (BRNX) provide from the settlement?

As of June 30, 2026, BrenX illustrated cash and cash equivalents decreasing from $5.7 million to $4.4 million, the $4.8 million EIB loan going to zero, total liabilities dropping to $4.1 million, and shareholders’ equity increasing to $8.2 million.

How does the EIB settlement fit BrenX’s (BRNX) business strategy?

BrenX believes the settlement aligns financing from its earlier manufacturing-focused phase with a strategy centered on an integrated industrial energy platform that develops, owns, operates and optimizes electricity, heat and storage assets around industrial customer demand.

What accounting impact does BrenX (BRNX) estimate from extinguishing the EIB loan?

Management estimates a potential $3.6 million income on extinguishment of the EIB loan, based on illustrative assumptions as of June 30, 2026; actual recorded amounts may differ after final accounting determinations.

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

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Available on EDGAR 09/15/2026 - 08:45 AM Accepted by SEC EDGAR 09/15/2026 - 08:44 AM 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. 2)

Commission File Number: 001-41402

BRENX LTD.
(Translation of registrant’s name into English)

13 Amal St. 4^th 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

On September 15, 2026, BrenX Ltd., or the Company, issued a press release titled “BrenX Signs Strategic Settlement with European Investment Bank (EIB) To Eliminate Approximately $4.8 Million of Debt and Strengthen the Balance Sheet”, a copy of which is furnished as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K.

This Report of Foreign Private Issuer on Form 6-K (excluding the commentary from the Company’s Chief Executive Officer and the section titled “Forward Looking Statements” of Exhibit 99.1 furnished herewith) 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 Form 6-K is submitted, to the extent not superseded by documents or reports subsequently filed or furnished. 

1

EXHIBIT INDEX

Exhibit No.
99.1		Press release issued by BrenX Ltd. dated September 15, 2026, titled “BrenX Signs Strategic Settlement with European Investment Bank (EIB) To Eliminate Approximately $4.8 Million of Debt and Strengthen the Balance Sheet”.

2

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 15, 2026	By:	/s/ Ofir Zimmerman
		Name:	Ofir Zimmerman
		Title:	Chief Financial Officer

3

Exhibit 99.1

BrenX Signs Strategic Settlement with European Investment Bank (EIB) To Eliminate Approximately $4.8 Million of Debt and Strengthen the Balance Sheet

Settlement Provides for Elimination of Existing EIB Facility and Release of Related Security; Management Estimates Indicate Approximately 54% Reduction in Total Liabilities and 77% Increase in Shareholders’ Equity

Agreement Concludes Financing Chapter That Helped Establish the World’s First Heat Battery Gigafactory and Aligns Capital Structure with BrenX’s Integrated Industrial Energy Strategy

Rosh HaAyin, Israel--(Newsfile Corp. – September 15, 2026) - BrenX Ltd. (NASDAQ: BRNX) (the “Company” or “BrenX”), a provider of thermal energy storage (“TES”) and integrated industrial energy solutions, today announced that it has entered into a settlement agreement with the European Investment Bank (“EIB”). Under the settlement agreement, following BrenX’s €1.1 million initial settlement payment and the EIB’s confirmation that the closing conditions have been satisfied, the existing EIB finance contract and related equipment and receivables pledge agreement will be cancelled, the EIB’s claims thereunder will be settled, any further amounts outstanding under the finance contract will be waived, and the related security will be released and terminated,, in each case in accordance with the settlement agreement.

Key Highlights

● Approximately $4.8 million of EIB debt expected to be eliminated: Following the initial €1.1 million settlement payment, the Company’s March 2021 credit facility with the EIB and its scheduled principal and interest obligations will be cancelled, and the related security will be released, following the satisfaction of the other closing conditions and subject to the Company’s obligations under the settlement agreement, including the potential €2.9 million contingent settlement payment described below.

● Transformational balance sheet impact: Based on management’s current estimates and assumptions, applying the settlement to the Company’s June 30, 2026 balance sheet would reduce total liabilities from approximately $8.9 million to approximately $4.1 million, a reduction of approximately 54%, while increasing shareholders’ equity from approximately $4.6 million to approximately $8.2 million, an increase of approximately 77%.

● Potential income: Based on management’s current estimates and assumptions, the settlement expected to result in income of approximately $3.6 million.

● Greater financial flexibility: The settlement is expected to strengthen BrenX’s financial position and provide greater flexibility to advance its integrated industrial energy strategy.

● Capital structure expected to align with BrenX’s evolving strategy: The settlement is expected to support the Company’s evolution from a primarily TES equipment-focused model into an integrated industrial energy platform, with bGen™ remaining its core technology.

The settlement follows the waiver announced by the Company on July 24, 2026, under which the EIB deferred an approximately $1.7 million payment due on July 28, 2026, allowing the parties additional time to reach a comprehensive and constructive resolution.

The EIB has played an important role in enabling BrenX to establish what the Company believes is the world’s first gigafactory dedicated to heat battery production. The facility created advanced industrial manufacturing capacity for bGen™ systems and helped move the Company’s TES technology from development toward commercial-scale deployment. BrenX greatly values the EIB’s longstanding support for industrial innovation and technologies designed to reduce emissions from industrial heat, as well as the constructive approach that enabled the parties to reach this settlement.

Since the original financing was established, the industrial heat market and the Company’s commercial model have continued to evolve. BrenX is expanding from a model centered primarily on the manufacture and sale of thermal energy storage systems into an integrated industrial energy platform that can develop, own, operate and optimize electricity, heat, renewable generation, battery storage, thermal storage, and related energy assets around customer demand. This expanded approach is designed to deliver integrated energy solutions directly to industrial production floors and other energy-intensive sites. bGen™ TES remains the technological core of the platform and a key enabler of reliable, lower-emission industrial heat.

BrenX believes the settlement represents an important step in this strategic evolution, aligning financing arrangements established during the Company’s earlier manufacturing-focused phase with a business model increasingly centered on integrated energy infrastructure and long-term energy solutions. Upon closing, by eliminating the scheduled principal and interest obligations under the March 2021 credit facility with the EIB and releasing the related security, the settlement is expected to provide greater near-term financial flexibility as BrenX advances its strategy.

Under the settlement agreement, if a transaction including certain change-of-control transactions and certain dispositions of businesses, subsidiary shares, assets or intellectual property (each a “Qualifying Transaction”) is signed or occurs during the one-year period following the initial settlement payment by the Company of the €1.1 million, BrenX will be required to make an additional €2.9 million cash payment to the EIB.

Illustrative Estimated Financial Impact

Based on management’s current estimates and assumptions, the following table illustrates the potential financial impact of the settlement as if it had been completed on June 30, 2026. The amounts are unaudited, illustrative and not intended to represent the Company’s actual financial position following the settlement.

USD in thousands		Reported June 30, 2026				Estimated Settlement Adjustment				Illustrative Amount After Settlement				Estimated Change
Cash and cash equivalents		$	5,689			$	(1,254	)		$	4,435				(22	)%
EIB loan			4,814				(4,814	)			-				(100	)%
Total liabilities			8,884				(4,814	)			4,070				(54	)%
Total shareholders’ equity		$	4,594			$	3,560			$	8,154				77	%

Based on these assumptions, management estimates a potential income on extinguishment of the EIB loan of approximately $3.6 million.

Illustrative assumptions: The illustration translates the €1.1 million initial settlement payment using a EUR/USD exchange rate of €1.14 to $1.00 (the exchange rate as of June 30, 2026) and assumes that no Qualifying Transaction occurs during the one-year contingent payment period. Accordingly, it does not include the potential €2.9 million contingent settlement payment. The illustration also excludes settlement-related costs, tax effects, foreign exchange movements and other subsequent changes. Actual recorded amounts in the Company’s financial statements may differ based on the final accounting determinations.

“We believe that this settlement marks an important financial and strategic milestone for BrenX,” said Nir Brenmiller, Chief Executive Officer of BrenX. “Based on our current analysis, the agreement has the potential to significantly strengthen our balance sheet, reduce our liabilities and provide us with greater financial flexibility as we execute the next phase of our strategy.

“The EIB has been an important partner in BrenX’s development. Its support was instrumental in helping us transform thermal energy storage innovation into industrial manufacturing capability and establish a unique and advanced production platform. We are deeply appreciative of that support, as well as the constructive and positive manner in which this settlement was reached.

“Our business has evolved considerably since the original financing was established. We are aiming to move beyond a model centered primarily on manufacturing and selling standalone thermal energy storage systems toward an integrated industrial energy platform that connects electricity, heat, renewable generation, storage, and optimization around the needs of industrial customers. We believe that this agreement will allow our capital structure to evolve with that strategy, while bGen™ remains at the heart of the integrated energy solutions we deliver,” concluded Mr. Brenmiller.

About BrenX Ltd.

BrenX provides thermal energy storage and integrated industrial energy solutions. Building on its proprietary bGen™ thermal energy storage technology, the Company is expanding its strategy to develop, own, operate and optimize energy assets that may combine local generation, electrical and thermal storage, grid connectivity, and intelligent energy management around customer needs. BrenX is headquartered in Rosh Ha’Ayin, Israel. For more information, visit www.bren-x.com.

2

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Statements that are not statements of historical fact may be deemed to be forward-looking statements. For example, the Company is using forward-looking statements when discussing: the completion and timing of the settlement and satisfaction of the conditions to closing; the expected cancellation of the EIB finance contract and related obligations and release of the related security; the expected accounting treatment and estimated financial impact on the Company from the settlement and extinguishment of debt; whether any liability will be recognized for the contingent settlement payment; its assumption that no Qualifying Transaction occurs during the one-year contingent payment period; the estimated and illustrative impact of the settlement on the Company’s total liabilities and shareholders’ equity and straightening of the Company’s balance sheet; the effect of the settlement on the Company’s liquidity, financial position and strategic flexibility; and the Company’s ability to execute the BrenX strategy. Without limiting the generality of the foregoing, words such as "plan," "potential," "may," "will," "expect," "believe," "anticipate," "intend," "could," "estimate," "seek," "target" or "continue" are intended to identify forward-looking statements.

Readers are cautioned that actual results may differ materially from those expressed or implied by forward-looking statements. Factors that may affect the Company's results include, among others, the Company's ability to complete, commission and operate its projects as planned; construction, integration, performance and customer acceptance risks; the Company's liquidity, capital requirements and ability to obtain additional financing; the effect of financing transactions and anti-dilution provisions on the Company's capital structure; the Company's ability to integrate and realize the anticipated benefits of acquired assets; demand for and market acceptance of the Company's products; competitive, technological, supply-chain, regulatory and commercial risks; and political, economic and military instability in Israel and the Middle East. The forward-looking statements contained or implied in this press release are subject to other risks and uncertainties, including those described under "Risk Factors" in the Company's Annual Report on Form 20-F for the year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 25, 2026, and in the Company's subsequent SEC filings. The Company undertakes no obligation to update any forward-looking statement, except as required by law.

Contact:
Crescendo Communications, LLC
212-671-1020
BRNX@crescendo-ir.com

3

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 PRESS RELEASE ISSUED BY BRENX LTD. DATED SEPTEMBER 15, 2026, TITLED "BRENX SIGNS 26.5 KB