Brenmiller Energy Ltd. Form 6-K Summary
Business Context and Reporting Period
This Form 6-K, dated February 13, 2026, reports on a subsequent funding event by Brenmiller Energy Ltd., a foreign private issuer based in Israel. The filing details the closing of a tranche under a Securities Purchase Agreement (SPA) entered into with Alpha Capital Anstalt on July 25, 2025.
Key Financial Metrics and Transaction Details
- Funding Amount: $1,000,000 raised in the "Third Subsequent Funding."
- Securities Issued:
- 1,000 Preferred Shares with a stated value of $1,000 per share.
- Ordinary Warrants to purchase 343,407 ordinary shares.
- Conversion and Exercise Terms:
- Preferred Shares convert at a fixed price of $2.541 per share.
- Warrants have an exercise price of $2.912 per share and expire five years from issuance.
- Use of Proceeds: General corporate purposes, working capital, and execution of commercial TES projects in Europe, the U.S., and the Middle East.
Material Changes and Adjustments
The pricing of this funding triggered anti-dilution and ratchet adjustment provisions in the SPA and warrant agreements. Consequently, the following adjustments were made to previously issued securities:
- Warrant Exercise Price: Adjusted to $2.912 per share for all prior tranches (July 2025, September 2025, December 2025, and Second December 2025).
- Warrant Share Counts:
- July 2025 Warrants: Adjusted to 453,297 shares.
- September 2025 Warrants: Adjusted to 1,368,823 shares.
- December 2025 Warrants: Adjusted to 737,187 shares.
- Second December 2025 Warrants: Adjusted to 343,407 shares.
- Preferred Share Conversion Price: Adjusted to $2.541 per share for all previously issued preferred shares.
Outlook, Risks, and Contingencies
The securities were offered pursuant to exemptions under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D. They are not registered under the Securities Act or applicable state laws and cannot be offered or sold in the U.S. except pursuant to an effective registration statement or exemption. The Company has agreed to file a registration statement with the SEC to register the resale of the ordinary shares underlying the February 2026 Preferred Shares and Warrants.
Financial Data Note: The filing text does not provide clear values for revenue, profit, cash flow, margins, total debt, or liquidity positions. This report focuses exclusively on the capital raise transaction.
Key Facts for Investor Verification
- Verify the total aggregate amount raised under the SPA since July 2025 to assess total dilution.
- Confirm the status of the registration statement for the resale of the newly issued shares and warrants.
- Review the Company's latest audited financial statements for working capital levels, as this filing does not disclose current liquidity.
- Assess the impact of the adjusted warrant exercise price ($2.912) and conversion price ($2.541) on future share count and potential dilution.