Brenmiller Energy Ltd. Form 6-K Summary
Business Context and Reporting Period
This Form 6-K report covers the month of December 2025, with the specific filing date of December 30, 2025. Brenmiller Energy Ltd., a foreign private issuer based in Israel, reports on the closing of a second subsequent funding tranche under a Securities Purchase Agreement (SPA) with Alpha Capital Anstalt. The company is focused on executing commercial Thermal Energy Storage (TES) projects across Europe, the U.S., and the Middle East.
Key Financial Metrics and Capital Structure
The filing details a capital raise of $1,000,000 closed on December 30, 2025. The transaction involved the issuance of:
- Preferred Shares: 1,000 shares with a stated value of $1,000 per share.
- Ordinary Warrants: 1,453,488 warrants with an exercise price of $0.688 per share.
Net proceeds from this funding are designated for general corporate purposes, working capital, and project execution. The filing does not provide consolidated revenue, profit, cash flow, or debt metrics for the period.
Material Changes and Anti-Dilution Adjustments
Significant adjustments were triggered by the pricing of the December 30 funding under anti-dilution and ratchet provisions in the SPA and Articles of Association. The following instruments were adjusted to reflect a new exercise or conversion price of $0.688 per share:
- July Ordinary Warrants: Exercise price adjusted to $0.688; share count increased to 1,918,605.
- September Ordinary Warrants: Exercise price adjusted to $0.688; share count increased to 5,793,625.
- September Preferred Shares: Conversion price adjusted to $0.688.
- First December Ordinary Warrants: Exercise price adjusted to $0.688; share count increased to 3,120,190.
- First December Preferred Shares: Conversion price adjusted to $0.688.
Outlook, Risks, and Contingencies
Management intends to utilize the raised capital to advance TES projects in key global markets. The securities were offered under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D, meaning they are unregistered and cannot be resold in the U.S. without registration or an exemption. The Company has agreed to file a registration statement with the SEC to register the resale of ordinary shares underlying the December 30 issuance. No specific risks or contingencies beyond standard securities law restrictions were detailed in this specific report.
Investor Verification Checklist
- Verify the total aggregate capital raised under the SPA since July 2025, including the July, September, and December tranches.
- Confirm the total number of ordinary shares underlying all adjusted warrants and preferred shares post-ratchet.
- Review the status of the SEC registration statement for the resale of the December 30 securities.
- Assess the impact of the significant dilution on existing shareholders due to the ratchet adjustments.
- Check for subsequent filings regarding the deployment of the $1 million raised on December 30, 2025.