Brenmiller Energy Ltd. filings document foreign private issuer reports on thermal energy storage projects, commercial execution, governance and capital structure. The company furnishes Form 6-K current reports under Form 20-F status, including press releases, special meeting materials, proxy statements and results of shareholder votes.
Its SEC disclosures also cover securities purchase agreement financings involving preferred shares, pre-funded warrants and ordinary warrants; conversion-price and anti-dilution adjustments; outstanding share capital; reverse share split materials; and incorporation of reports into Form F-3 and Form S-8 registration statements. Project-related filings describe bGen TES deployments and working-capital use for commercial TES projects across Europe, the U.S. and the Middle East.
Brenmiller Energy Ltd. registers up to 1,448,371 ordinary shares for resale by a selling shareholder, consisting largely of shares issuable upon conversion of preferred shares and exercise of warrants. The resale prospectus is for secondary sales only; Brenmiller will not receive proceeds from the resale, except cash equal to the exercise price of any April 2026 ordinary warrants that are exercised.
The filing states 540,536 ordinary shares outstanding as of May 5, 2026 and discloses conversion and exercise terms including a $3.39 conversion price for certain preferred shares and a $14.56 exercise price for April 2026 ordinary warrants. The registration permits the selling shareholder to sell from time to time on Nasdaq or through negotiated transactions.
Brenmiller Energy Ltd. completed an additional $1,000,000 funding tranche with Alpha Capital Anstalt under an existing securities purchase agreement. The company issued 1,000 preferred shares with a stated value of $1,000 per share, convertible into ordinary shares at a fixed price of $3.39 per share, plus ordinary warrants to purchase 68,681 ordinary shares at an exercise price of $14.56 per share, exercisable immediately and expiring five years from first exercise.
The net proceeds will be used for general corporate purposes, working capital and execution of commercial TES projects in Europe, the U.S. and the Middle East. The new pricing triggered anti-dilution adjustments, resetting the conversion price of previously issued preferred shares under the agreement to $3.39 per share. The securities were issued in a private placement under Section 4(a)(2) and Rule 506(b), and the company agreed to file a registration statement to register the resale of the underlying ordinary shares.
Brenmiller Energy Ltd. plans to implement a 5-for-1 reverse share split of its issued and outstanding ordinary shares after market close on April 14, 2026. The shares will begin trading on a post-split basis on April 15, 2026 under the existing Nasdaq symbol BNRG.
The reverse split, previously approved at the March 31, 2026 shareholder meeting, will reduce outstanding ordinary shares from 2,577,327 to 515,465, while authorized capital remains at 150,000,000 ordinary and 25,000 preferred shares. Preferred shares will not be reduced; instead, their conversion ratio will be adjusted proportionally, and fractional shares will be rounded to the nearest whole share under the company’s Articles.
Brenmiller Energy Ltd. held a Special General Meeting of Shareholders on March 31, 2026. The meeting was initially convened at 10:00 a.m. Israel time but was adjourned because the required quorum was not present. An adjourned meeting was then held at 12:00 p.m. Israel time, where a quorum was reached. Shareholders voted on and approved the sole agenda item, which had been detailed in the company’s earlier notice and proxy statement furnished on March 16, 2026. This report is also incorporated by reference into several of Brenmiller’s effective registration statements on Form F-3 and Form S-8.
Brenmiller Energy reported its first commercial TES system revenue and outlined a shift toward integrated clean heat-and-power solutions. 2025 revenue was approximately $387,000, compared to no revenue in 2024, driven by a bGen™ installation with Enel in Italy.
The company advanced its 32 MWh Tempo boiler-replacement project and previously projected about $1.7 million of 2026 revenue tied to Tempo execution milestones. Management also launched the BNRG360 strategy, bundling TES with solar and battery storage under long-term structures to seek larger, recurring revenue opportunities.
Despite these milestones, Brenmiller remained loss-making in 2025, with operating loss of about $12.7 million and net loss of about $13.9 million, compared to $10.6 million and $6.8 million in 2024. Cash, cash equivalents and restricted deposits were approximately $4.9 million as of December 31, 2025, up from about $4.1 million a year earlier.
Brenmiller Energy Ltd. is an Israel-based thermal energy storage company that sells proprietary bGen™ systems and related Energy-as-a-Service and Heat-as-a-Service solutions to industrial customers, aiming to replace fossil-fuel heat with grid-responsive, renewable-based steam.
The company highlights rapidly growing global electricity demand, especially from data centers, as a key driver for flexible, dispatchable heat and power solutions. However, management reports substantial doubt about its ability to continue as a going concern, given an accumulated deficit of $116.1 million, limited cash, ongoing losses and a need for significant additional financing.
Brenmiller also discloses heavy reliance on external funding, contractual royalty obligations, concentration of key suppliers, complex international permitting, cybersecurity and IP risks, as well as potential Nasdaq delisting and substantial shareholder dilution from reverse share splits, preferred shares and warrants with full‑ratchet anti‑dilution protection.
Brenmiller Energy Ltd. director Boaz Toshav filed an initial ownership report on Form 3. This filing establishes his status as an insider of the company but does not list any buy, sell, or other share transactions, and no derivative positions are reported in this data.
Brenmiller Energy Ltd. Chief Operations Officer Avi Sasson has filed an initial ownership report. The Form 3 shows direct ownership of 1,242 Ordinary Shares and several employee stock options over additional Ordinary Shares with different exercise prices and expiration dates.
These include options over 14 shares at an exercise price of 3,500.0000 per share expiring on June 24, 2028, 64 shares at 2,149.0000 per share expiring on October 30, 2031, 6,927 shares at 5.0900 per share expiring on September 24, 2030, and 4,249 shares at 0.0700 per share expiring on December 28, 2030. Footnotes state that one option grant is fully vested and another grant from September 25, 2025 vests annually over three years, with its blended exercise price reflecting 4,618 options at 0.07 and 2,309 options at 15.12.
Brenmiller Energy Ltd. director Ben Yosef Orna filed an initial Form 3, which is a statement of beneficial ownership for insiders. The filing lists no transactions, no share purchases or sales, and no derivative positions, indicating this is purely an initial disclosure of status as a director.