Business Context and Reporting Period
This Form 6-K filing by Brenmiller Energy Ltd. covers the month of June 2026, specifically reporting on events occurring on June 11, 2026. The Company, a foreign private issuer based in Israel, entered into Amendment No. 2 to its Securities Purchase Agreement (SPA) with Alpha Capital Anstalt. This amendment facilitates the "Seventh Subsequent Funding" and modifies terms related to preferred shares and warrants.
Key Financial Metrics and Transaction Details
- Investment Amount: Alpha Capital Anstalt agreed to purchase $1,500,000 of preferred shares.
- Preferred Shares: 1,500 preferred shares issued with a stated value of $1,000 per share.
- Conversion Price: Initial fixed conversion price is $1.67 per ordinary share. Subject to shareholder approval, this will be amended to $2.00 per ordinary share.
- Warrants Issued:
- Pre-funded warrant to purchase 75,000 ordinary shares.
- Short-term warrants to purchase 500,000 ordinary shares at $2.00/share (expiring one week post-approval).
- Long-term warrants to purchase 500,000 ordinary shares at $2.00/share (expiring five years post-approval).
- June AIR 2026 Ordinary Warrants to purchase 898,203 ordinary shares at $14.56/share.
- Use of Proceeds: General corporate purposes, working capital, and execution of commercial TES projects in Europe, the U.S., and the Middle East.
- Financial Metrics: The filing does not provide revenue, profit, cash flow, margins, debt, or liquidity figures.
Material Changes and Agreements
The primary material change is the amendment of the SPA dated July 25, 2025. Key modifications include:
- Price Adjustments: The Company agreed to increase the conversion price of the new preferred shares from $1.67 to $2.00 and reduce the exercise price of certain outstanding warrants held by Alpha to $2.00 per share, subject to shareholder approval.
- Warrant Floor Price: The Company agreed to allow the reduction of the floor price for warrants issued under the SPA.
- Shareholder Approval: The Company must file a proxy statement within 14 days to convene a shareholder meeting for the above approvals. Alpha has agreed to vote in favor.
- Exercise Conditions: Alpha agreed to exercise short-term warrants within one week of approval if the average closing sale price of ordinary shares for the five trading days prior to approval is not less than $1.30 per share.
Outlook, Risks, and Contingencies
Management Commentary and Outlook: The funding is intended to advance the Company's "BNRG360 Growth Strategy" and support commercial TES projects globally. The closing of the Seventh Subsequent Funding is expected on or about June 12, 2026.
Risks and Contingencies:
- Shareholder Approval: The increase in conversion price and reduction of warrant exercise prices are contingent upon shareholder approval.
- Market Price Condition: The exercise of short-term warrants by Alpha is contingent on the Company's stock price averaging at least $1.30 per share prior to the shareholder vote.
- Regulatory Status: Securities were offered under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D. They are not registered and may not be sold in the U.S. without registration or exemption. The Company agreed to file a registration statement for resale.
Investor Verification Checklist
- Verify the outcome of the shareholder meeting regarding the conversion price increase to $2.00 and warrant price reductions.
- Confirm the closing date of the Seventh Subsequent Funding (expected June 12, 2026) and receipt of the $1.5 million proceeds.
- Monitor the Company's stock price to determine if the $1.30 threshold is met for Alpha's exercise of short-term warrants.
- Review the filed proxy statement for details on the proposed amendments to the Articles of Association.
- Check for the subsequent filing of the registration statement for the resale of the underlying securities.