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 December 2025
Commission File Number: 001-35284
Ellomay Capital Ltd.
(Translation of registrant’s
name into English)
18 Rothschild Blvd., Tel Aviv
6688121, Israel
(Address of principal executive
office)
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 ☐
THIS FORM 6-K IS HEREBY INCORPORATED
BY REFERENCE INTO THE REGISTRANT’S REGISTRATION STATEMENTS ON FORM F-3 (NOS. 333-199696 AND 333-144171) AND FORM S-8 (NOS. 333-187533,
333-102288 AND 333-92491), AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS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.
Private Placement of Series
G Debentures
Ellomay Capital Ltd. (the “Company”),
today announced that it accepted undertakings from Israeli classified investors to participate in a private placement of NIS 109,000,000
par value of its unsecured non-convertible Series G Debentures (the “Additional Series G Debentures”), at a price of
NIS 1.05 per NIS 1 principal amount of the Additional Series G Debentures, for an aggregate gross consideration of approximately NIS 114.5
million. Following completion of the private placement, the aggregate outstanding par value of the Company’s Series G Debentures
will be NIS 323,479,000.
The Additional Series G Debentures
will have identical terms to the existing Series G Debentures of the Company, including the interest payment due on December 31, 2025.
For more information about the Company’s Series G Debentures see “Item 4.A: History and Development of Ellomay” under
“Recent Developments” and Exhibit 4.26 under Item 19 of the Company’s Annual Report on Form 20-F, submitted to the Securities
and Exchange Commission on April 30, 2025.
The issuance of the Additional
Series G Debentures is subject to the receipt of an approval from the Tel Aviv Stock Exchange for the listing of the Additional Series
G Debentures for trading on the Tel Aviv Stock Exchange. Resales of the Additional Series G Debentures will be restricted under applicable
securities laws.
The private placement was
made to Israeli classified investors only and not to U.S. Persons, pursuant to an exemption provided by Regulation S, promulgated under
the U.S. Securities Act of 1933, as amended, or the Securities Act. The Additional Series G Debentures will not be registered under the
Securities Act, and will not be offered or sold in the United States without registration or applicable exemption from the registration
requirements according to the Securities Act.
Nothing in this report constitutes
an offer to sell or the solicitation of an offer to buy the Company’s securities.
Information Relating to Forward-Looking
Statements
This report contains forward-looking
statements that involve substantial risks and uncertainties, including statements that are based on the current expectations and assumptions
of the Company’s management. All statements, other than statements of historical facts, included in this report regarding the Company’s
plans and objectives, expectations and assumptions of management are forward-looking statements. The use of certain words, including the
words “estimate,” “project,” “intend,” “expect,” “believe” and similar expressions
are intended to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company
may not actually achieve the plans, intentions or expectations disclosed in the forward-looking statements and you should not place undue
reliance on the Company’s forward-looking statements. Various important factors could cause actual results or events to differ materially
from those that may be expressed or implied by the Company’s forward-looking statements, including the inability to obtain the approvals
required for the issuance and the listing of the Additional Series G Debentures for trading on the Tel Aviv Stock Exchange, changes in
electricity prices and demand, regulatory changes, increases in interest rates and inflation, the impact of the war and hostilities in
Israel and Gaza, technical and other disruptions in the operations or construction of the power plants owned by the Company, inability
to obtain the financing required for the development and construction of projects, delays in development, construction, or commencement
of operation of the projects under development, failure to obtain permits - whether within the set time frame or at all, inability to
advance the expansion of Dorad, increases in interest rates and inflation, changes in exchange rates, changes in the supply and prices
of resources required for the operation of the Company’s facilities (such as waste and natural gas) and in the price of oil, technical
and other disruptions in the operations or construction of the power plants owned by the Company, the impact of the continued military
conflict between Russia and Ukraine, climate change, and general market, political and economic conditions in the countries in which the
Company operates, including Israel, Spain, Italy and the United States. These and other risks and uncertainties associated with the Company’s
business are described in greater detail in the filings the Company makes from time to time with the Securities and Exchange Commission,
including its Annual Report on Form 20-F. The forward-looking statements are made as of this date and the Company does not undertake any
obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
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.
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Ellomay Capital Ltd. |
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By: |
/s/ Ran Fridrich |
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Ran Fridrich |
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Chief Executive Officer and Director |
Dated: December 3,
2025
