Business Context and Reporting Period
This Form 6-K filing by Brenmiller Energy Ltd. covers the month of August 2025, with a specific report date of August 11, 2025. The filing details an amendment to a Securities Purchase Agreement (SPA) previously entered into on July 25, 2025, with Alpha Capital Anstalt. The Company is a foreign private issuer based in Rosh Haayin, Israel.
Key Financial Metrics and Transaction Details
The filing focuses on a capital raise transaction rather than standard operating financial metrics. No revenue, profit, cash flow, or margin data is provided in this document.
- Total Potential Raise: Up to $25 million across multiple tranches (preferred shares, pre-funded warrants, ordinary warrants).
- Initial Closing (July 28, 2025): $1.2 million subscription amount.
- Amended Closing (August 11, 2025): Subscription amount increased to $1,395,790.
- Securities Issued:
- Pre-funded warrants to purchase 631,579 ordinary shares at $0.00001 per share.
- Ordinary warrants to purchase 631,579 ordinary shares at $2.09 per share.
Material Changes Versus Prior Period
The primary material change is the amendment to the SPA on August 11, 2025, which increased the aggregate subscription amount for the initial tranche (PFW Closing) from $1.2 million to $1,395,790. This represents an increase of $195,790 over the initial closing amount disclosed on July 28, 2025.
Guidance, Outlook, and Risks
Outlook: Management expects to pursue subsequent closings under the SPA terms up to the aggregate $25 million limit. These forward-looking statements are subject to uncertainties and conditions.
Risks and Contingencies:
- The securities were offered under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D and are not registered.
- Resale restrictions apply; securities cannot be offered or sold in the U.S. without registration or an applicable exemption.
- Actual results may differ materially from expectations due to factors detailed in the Company's Form 20-F for the year ended December 31, 2024.
Investor Verification Checklist
- Verify the full text of the Amendment (Exhibit 10.1) for specific conditions precedent to the increased subscription amount.
- Confirm the status of subsequent tranches under the $25 million SPA and any conditions required for future closings.
- Review the Company's Form 20-F for the year ended December 31, 2024, for comprehensive risk factors and audited financial statements, as this 6-K contains no operating data.
- Check for any subsequent filings regarding the exercise of the pre-funded warrants or ordinary warrants.