6-K
Brenmiller Energy Ltd. (BNRG)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of June 2026 (Report No. 3)
Commission File Number: 001-41402
BRENMILLERENERGY LTD.
(Translation of registrant’s name into English)
13Amal St. 4th Floor, Park Afek
RoshHaayin, 4809249 Israel
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
CONTENTS
SecuritiesPurchase Agreement Amendment
On June 11, 2026, Brenmiller Energy Ltd., or the Company, entered into Amendment No. 2 to Securities Purchase Agreement, or the SPA Amendment, with Alpha Capital Anstalt, or Alpha, which amends that certain Securities Purchase Agreement, dated July 25, 2025, by and between the Company and Alpha, or the SPA.
Pursuant to the SPA Amendment, Alpha agreed to purchase $1,500,000 of preferred shares and accompanying ordinary warrants under its additional investment rights pursuant to Section 2.7 of the SPA, or the Seventh Subsequent Funding. The preferred shares issued in the Seventh Subsequent Funding have an initial conversion price of $1.67 per ordinary share. The parties agreed that, subject to receipt of shareholder approval, the conversion price of the preferred shares issued in the Seventh Subsequent Funding will be amended to $2.00 per ordinary share. On June 11, 2026, the Company issued a press release announcing the Seventh Subsequent Funding. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.
In addition, pursuant to the SPA Amendment, the Company agreed to issue to Alpha, subject to receipt of shareholder approval: (i) a pre-funded warrant to purchase 75,000 ordinary shares, (ii) short-term warrants to purchase 500,000 ordinary shares at an exercise price of $2.00 per share, expiring one week following receipt of shareholder approval, and (iii) warrants to purchase 500,000 ordinary shares at an exercise price of $2.00 per share, expiring five years following receipt of shareholder approval. Alpha agreed to exercise the short-term warrants within one week following receipt of shareholder approval, provided that the average closing sale price of the Company’s ordinary shares for the five trading days prior to the date shareholder approval is obtained is not less than $1.30 per share.
The Company also agreed that, as soon as practicable following the date of the SPA Amendment, but in any event no later than fourteen (14) days thereafter, it will file a proxy statement to convene a shareholder meeting and seek shareholder approval to: (i) increase the conversion price of the preferred shares issued in the Seventh Subsequent Funding to $2.00 per ordinary share, and amend the Company’s Articles of Association accordingly, (ii) reduce the exercise price of certain outstanding warrants held by Alpha to $2.00 per share, and (iii) allow the Company to reduce the floor price of the warrants issued and issuable under the SPA. Alpha has agreed to vote in favor of the shareholder approval proposals.
WarrantAmendment
In connection with the SPA Amendment, the Company and Alpha also entered into an Amendment to Warrants, or the Warrant Amendment, pursuant to which, effective upon receipt of shareholder approval, the exercise price of certain warrants will be reduced to $2.00 per ordinary share. The Warrant Amendment provides that, except for the reduction of the exercise price expressly contemplated thereby, all terms and provisions of the applicable warrants will remain unchanged and in full force and effect.
The SPA Amendment provides that the reduction of the exercise price of the applicable warrants to $2.00 per share will not constitute, and will not be deemed to constitute, a triggering issuance, dilutive issuance, subsequent closing, repricing event or similar event under the SPA or any other transaction document, and will not give rise to any adjustment, repricing, issuance of additional securities, payment, right or remedy other than the reduction of the exercise price expressly contemplated by the SPA Amendment and the Warrant Amendment.
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SeventhSubsequent Funding
At the closing of the Seventh Subsequent Funding, which is expected to occur on or about June 12, 2026, the Company will issue (i) 1,500 preferred shares with a stated value of $1,000 per share, convertible into ordinary shares at an initial fixed conversion price of $1.67 per share, or the June AIR 2026 Preferred Shares, and (ii) ordinary warrants to purchase 898,203 ordinary shares at an exercise price of $14.56 per share, or the June AIR 2026 Ordinary Warrants, which will be exercisable upon issuance and will expire five years from the initial exercise date. As described above, subject to shareholder approval, the Company agreed to (i) increase the conversion price of the June AIR 2026 Preferred Shares from $1.67 to $2.00 per ordinary share, and (ii) reduce the exercise price of 314,613 of the June AIR 2026 Ordinary Warrants to $2.00 per share.
The net proceeds from the Seventh Subsequent Funding will be used for general corporate purposes, working capital and execution of the Company’s commercial TES projects across Europe, the U.S. and the Middle East.
The securities referred to herein were offered pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended, or the Securities Act, and Rule 506(b) of Regulation D promulgated thereunder. The securities have not been registered under the Securities Act or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. The Company has agreed to file a registration statement with the Securities and Exchange Commission, or the SEC, to register the resale of the underlying securities issued or issuable pursuant to the Seventh Subsequent Funding and the SPA Amendment.
The descriptions of terms and conditions of the SPA Amendment and the Warrant Amendment set forth herein do not purport to be complete and are qualified in their entirety by the full text of the SPA Amendment and Warrant Amendment, which are attached hereto as Exhibits 10.1 and 10.2, respectively, and incorporated by reference to this Report of Foreign Private Issuer on Form 6-K, or this Report.
Incorporationby Reference
This Report, excluding the eighth and ninth paragraphs of the press release attached as Exhibit 99.1, is incorporated by reference into the Company’s Registration Statements on Form F-3 (File Nos. 333-272377, 333-273028, 333-283874, 333-289219, 333-290642, 333-292634, 333-293660, 333-294341, 333-295594 and 333-296507) and Form S-8 (File Nos. 333-272266, 333-278602, 333-284377 and 333-290040), filed with the Securities and Exchange Commission, to be a part thereof from the date on which this Report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
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EXHIBITINDEX
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Brenmiller Energy Ltd. | |||
|---|---|---|---|
| Date: June 11, 2026 | By: | /s/ Ofir<br>Zimmerman | |
| Name: | Ofir<br>Zimmerman | ||
| Title: | Chief Financial Officer |
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Exhibit 10.1
AMENDMENT NO. 2 TO
SECURITIESPURCHASE AGREEMENT
This AMENDMENT NO. 2 to SECURITIES PURCHASE AGREEMENT (this “Amendment”) is entered into as of June 11, 2026, by and between Brenmiller Energy Ltd., a company organized and existing under the laws of the State of Israel (the “Company”), and Alpha Capital Anstalt (the “Purchaser”), with respect to that certain Securities Purchase Agreement dated as of July 25, 2025 (the “SPA”). Capitalized terms used herein without definition shall have the meanings ascribed to them in the SPA.
WHEREAS, the Company and the Purchaser have agreed to certain amendments to the SPA, subject to the terms and conditions of this Amendment.
WHEREAS, pursuant to Section 5.5 of the SPA, the SPA may be modified or amended or the provisions thereof waived with the written consent of the Company and the Purchaser;
WHEREAS, the Company and the Purchaser desire to amend certain provisions of the SPA as set forth in this Amendment; and
WHEREAS, the Company and the Purchaser desire to clarify the terms of the June AIR Subsequent Closing (as defined herein).
NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Company and the Purchaser hereby agree as follows:
- AIR Exercise Amendment. Contemporaneously with the execution of this Agreement, Purchaser will submit a notice to purchase $1,500,000 of Preferred Shares and accompanying Warrants (the “June AIR Warrants”) in furtherance of Section 2.7 of the SPA, provided, however, that the Conversion Price shall be $1.67 (the “June AIR Subsequent Closing”).
The above notwithstanding, as between the parties, the parties agree that the Conversion Price of the Preferred Shares issued in the June AIR Subsequent Closing will be amended to $2.00 subject to the Shareholder Approval.
- Other Agreements. In addition, and subject to Shareholder Approval as provided herein:
| a. | the<br> Company shall issue Purchaser: (a) a pre-funded warrant substantially in the form annexed<br> hereto as Exhibit A (the “PFW”) for 75,000 ordinary shares, (b) warrants<br> to purchase 500,000 of the Company’s ordinary shares substantially in the form annexed<br> hereto as Exhibit B (the “Short-term Warrants”) with an exercise price<br> of $2.00 per share and an expiration date one week following Shareholder Approval (as defined<br> below), and (c) warrants to purchase 500,000 of the Company’s ordinary shares substantially<br> in the form annexed hereto as Exhibit C, with an exercise price of $2.00 per share and an<br> expiration date of five (5) years following Shareholder Approval (as defined below). |
|---|---|
| b. | Provided<br> the average closing sale price of the ordinary shares for the five (5) Trading Days prior<br> to date Shareholder Approval is obtained is not less than $1.30, the Purchaser will exercise<br> the Short-term Warrants within one week from the date of the Shareholder Approval. In the<br> event a full exercise of the Short-term Warrants would result in the Purchaser exceeding<br> the Beneficial Ownership Limitation a PFW will be issued in lieu of ordinary shares. |
| c. | The<br> Company will include all ordinary shares issuable pursuant to the warrants issued or issuable<br> pursuant to Section 2(a) above in the registration statement to be filed for the ordinary<br> shares issuable in connection with the June AIR Subsequent Closing no later than one week<br> after the date of this Agreement. |
| --- | --- |
Shareholder Approval. As soon as practicable after the date of this Amendment, but in any event no later than fourteen (14) days from the date hereof, the Company shall file a proxy statement to convene a shareholder meeting in order to seek shareholder approval to, (i) increase the Conversion Price of the Preferred Shares issued in the June AIR Subsequent Closing to $2.00 (and amend the Company’s Articles accordingly), (ii) reduce the Exercise Price of the warrants identified on Schedule A to $2.00 per share, and (iii) allow the Company to reduce the Floor Price (as defined in the Warrants) subject to Nasdaq rules (the “Shareholder Approval”). The parties agree that other than the reduction of the Exercise Price of such warrants to $2.00 per share there shall be no other consequences with respect to the warrants issued or otherwise in connection with the SPA. For the avoidance of doubt, such reduction shall not constitute, and shall not be deemed to constitute, a Triggering Issuance, Dilutive Issuance, Subsequent Closing, repricing event or any similar event under the SPA or any other Transaction Document, and shall not give rise to any adjustment, repricing, issuance of additional securities, payment, right or remedy other than the reduction of the Exercise Price expressly contemplated herein. In addition, the Purchaser hereby undertakes and covenants to vote in favor of any of the resolutions specified under this Section 3 in the Shareholder Approval.
Ratchet Triggers. In the event the Company issues any Ordinary Shares or Ordinary Shares Equivalents that would reprice any securities held by the Purchaser, including issuances that trigger a notice under Section 2(b) of the Waiver and Consent dated April 22, 2026 (such issuance “Triggering Issuances” and the date of such issuance a “Trigger Date”), such issuance will be deemed to have occurred on the day prior to the Trigger Date and any conversions or exercises of any securities by the Purchaser on the Trigger Date will be recalculated to account for the repricing resulting from the Triggering Issuances. Such adjustment will be affected by revising the aggregate value for the Ordinary Shares issued as a result of a Triggering Issuance so as not to result in the issuance of any additional Ordinary Shares beyond the Maximum Percentage beneficially owned by the Purchaser.
Rule
The Company acknowledges, that neither this Agreement nor any transaction entered into pursuant hereto, shall effect the Rule 144 holding periods of any securities of the Company issued to Purchaser prior to the date hereof.
Public Disclosure. The Company shall publicly disclose this Amendment before 9:00 A.M. EDT June 11, 2026.
No Further Amendment. Except as amended by this Amendment, the SPA remains unaltered and shall remain in full force and effect.
Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Amendment shall be determined in accordance with the provisions of the SPA.
Counterparts. This Amendment may be executed in any number of counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. Signatures delivered by facsimile, electronic mail (including as a PDF file) or other transmission method shall be deemed to be original signatures, shall be valid and binding, and, upon delivery, shall constitute due execution of this Amendment.
(Signaturepage follows)
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IN WITNESS WHEREOF, each of the Company and the Purchaser has caused this Amendment to be executed by its officer thereunto duly authorized as of the date first above indicated.
| COMPANY | ||
|---|---|---|
| Brenmiller Energy Ltd. | ||
| By: | /s/ Avi Brenmiller | |
| Name: | Avi Brenmiller | |
| Title: | Chief Executive Officer | |
| PURCHASER | ||
| Alpha Capital Anstalt | ||
| By: | /s/ Nicola Feuerstein | |
| Name: | Nicola<br>Feuerstein | |
| Title: | Chief<br>Executive Officer |
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SCHEDULEA
| Warrants Issuance Date (Month, Day, Year) | Number of<br><br> Warrants | |
|---|---|---|
| 7/28/2025 | 90,659 | |
| 9/29/2025 | 273,765 | |
| 12/3/2025 | 147,437 | |
| 12/29/2025 | 68,681 | |
| 2/12/2026 | 68,681 | |
| 3/10/2026 | 68,681 | |
| 4/27/2026 | 68,681 | |
| 6/1/2026 | 598,802 | |
| June AIR Warrants | 314,613 | |
| Total | 1,700,000 |
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Exhibit10.2
AMENDMENTTO WARRANTS
This Amendment to Warrants to Purchase Ordinary Shares (this “Amendment”), dated as of June 11, 2026, is entered into by and between Brenmiller Energy Ltd., a company organized under the laws of the State of Israel (the “Company”), and Alpha Capital Anstalt (the “Holder”). Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement (the “Securities Purchase Agreement”), dated July 25, 2025, among the Company and the Holder.
WHEREAS, the Holder is the holder of the warrants identified on Schedule A attached hereto (collectively, the “Existing Warrants”);
WHEREAS, pursuant to Amendment No. 2 to Securities Purchase Agreement, dated June 11, 2026, by and between the Company and the Holder (the “SPA Amendment”), the parties agreed, subject to Shareholder Approval (as defined therein), to reduce the exercise price of certain Existing Warrants held by the Holder; and
WHEREAS, the Company and the Holder desire to amend the Existing Warrants as set forth herein.
NOW,THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
| 1. | Amendment<br> of Existing Warrants. |
|---|
Effective immediately upon receipt of Shareholder Approval (as defined in the SPA Amendment), the Exercise Price of each of the Existing Warrants identified on Schedule A attached hereto shall be amended to be $2.00 per Ordinary Share, subject to further adjustment in accordance with the terms of the applicable Existing Warrant.
| 2. | No<br> Other Amendments. |
|---|
Except as expressly set forth herein, all terms and provisions of the Existing Warrants shall remain unchanged and in full force and effect.
| 3. | Condition<br> Precedent and Effect of Amendment. |
|---|
The effectiveness of this Amendment shall be conditioned on the receipt of Shareholder Approval. For the avoidance of doubt, this Amendment shall not constitute, and shall not be deemed to constitute, a Triggering Issuance, Dilutive Issuance, Subsequent Closing, repricing event or similar event under the Securities Purchase Agreement, as amended, or any other Transaction Document, and shall not give rise to any adjustment, repricing, issuance of additional securities, payment, right or remedy other than the reduction of the Exercise Price expressly contemplated herein.
| 4. | Governing<br> Law. |
|---|
This Amendment shall be governed by and construed in accordance with the governing law provisions contained in the Existing Warrants.
| 5. | Counterparts. |
|---|
This Amendment may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by facsimile, electronic mail (including PDF) or other electronic transmission shall be deemed original signatures and shall be fully effective.
(Signaturepage follows)
IN WITNESS WHEREOF, each of the Company and the Holder has caused this Amendment to be executed by its officer thereunto duly authorized as of the date first above indicated.
| COMPANY | ||
|---|---|---|
| Brenmiller Energy Ltd. | ||
| By: | /s/ Avi Bremiller | |
| Name: | Avi Bremiller | |
| Title: | Chief Executive Officer | |
| HOLDER | ||
| Alpha Capital Anstalt | ||
| By: | /s/ Nicola Feuerstein | |
| Name: | Nicola Feuerstein | |
| Title: | Chief Executive Officer |
SCHEDULEA
| Warrants Issuance Date | Number of<br><br> Warrants | |
|---|---|---|
| July 28, 2025 | 90,659 | |
| September 29, 2025 | 273,765 | |
| December 3, 2025 | 147,437 | |
| December 29, 2025 | 68,681 | |
| February 12, 2026 | 68,681 | |
| March 10, 2026 | 68,681 | |
| April 27, 2026 | 68,681 | |
| June 1, 2026 | 598,802 | |
| June 12, 2026 | 314,613 | |
| Total | 1,700,000 |
Exhibit99.1
BrenmillerAnnounces Up to $2.5 Million Investment at a Premium to Market to Advance BNRG360 Growth Strategy
Investment From Existing Investor Reinforces Confidence in Brenmiller’s Commercial Progress and Supports Execution of Its BNRG360 Growth Strategy
TEL AVIV, Israel, June 11, 2026 – Brenmiller Energy Ltd. (Nasdaq: BNRG) (“Brenmiller” or the “Company”), a leading global provider of thermal energy storage (“TES”) solutions for industrial and utility customers, today announced an investment arrangement with an existing investor expected to provide up to $2.5 million of additional capital to support the continued execution of its BNRG360™ growth strategy.
The arrangement includes an immediate $1.5 million investment through convertible preferred shares with an initial conversion price of $1.67 per share, representing a premium to the current market price of the Company’s ordinary shares, and accompanying warrants. The conversion price of such preferred shares may be increased to $2.00 per share, subject to shareholder approval.
In addition, the Company agreed to issue to the investor, subject to receipt of shareholder approval: (i) a pre-funded warrant to purchase 75,000 ordinary shares, (ii) short-term warrants to purchase 500,000 ordinary shares at an exercise price of $2.00 per share, expiring one week following receipt of shareholder approval, and (iii) warrants to purchase 500,000 ordinary shares at an exercise price of $2.00 per share, expiring five years following receipt of shareholder approval. The investor agreed to exercise the short-term warrants within one week following receipt of shareholder approval, provided that the average closing sale price of the Company’s ordinary shares for the five trading days prior to the date shareholder approval is obtained is not less than $1.30 per share.
If shareholder approval is obtained and the pricing condition for the short-term warrants are met, the arrangement may provide up to an additional $1.0 million to the Company through warrant exercises at $2.00 per share.
The Company believes the investment reflects continued confidence in its long-term growth strategy and the execution of BNRG360™, Brenmiller’s platform for developing integrated clean energy solutions designed to generate contracted and recurring revenues.
The financing is expected to support the continued expansion of Brenmiller’s BNRG360 activities, including investments in operating and development-stage energy assets, renewable energy projects and related infrastructure, the development of long-term energy service agreements, and the continued evolution of the Company’s business model toward recurring revenue streams.
BNRG360 represents Brenmiller’s strategic expansion beyond thermal energy storage technology sales into integrated heat and power solutions that combine thermal energy storage, renewable energy generation, battery storage and long-term customer energy contracts.
“This investment supports the next phase of Brenmiller’s growth strategy,” said Nir Brenmiller, Deputy Chief Executive Officer of Brenmiller Energy. Following the recent milestone at our Tempo project, where our bGen™ system began delivering industrial steam during commissioning, we believe we have further demonstrated the commercial readiness of our technology platform. More importantly, this investment provides additional resources to advance our BNRG360 strategy and expand Brenmiller’s participation across the energy value chain.”
“Through BNRG360, we are pursuing opportunities to participate in energy assets and long-term energy service models designed to generate recurring revenues and create sustainable long-term value. This investment, which reflects a premium to the current market price of our shares, strengthens our financial flexibility as we continue executing this strategy and pursuing future growth opportunities.”
Additional information regarding the transaction is included in the Company’s Report on Form 6-K furnished to the U.S. Securities and Exchange Commission.
AboutBrenmiller Energy Ltd.
Brenmiller Energy (Nasdaq: BNRG) is a leading clean energy company powered by proprietary thermal energy storage technology. Through its patented bGen™ platform and BNRG360™ growth strategy, Brenmiller is expanding from thermal energy storage into integrated clean heat and power solutions designed to help industrial and utility customers reduce emissions, improve energy economics, enhance resilience and accelerate the transition away from fossil fuel-based energy systems. Through BNRG360, the Company is also pursuing opportunities to participate in energy assets and long-term energy service models designed to create recurring revenues and long-term shareholder value.
Forward-LookingStatements
This presses release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Forward-looking statements include, but are not limited to, statements regarding the expected completion of the transaction and related shareholder approvals, the investor’s agreement to exercise short-term warrants if certain conditions are met, the expected receipt of additional proceeds from warrant exercises, the Company’s growth strategy, the expected benefits of BNRG360, future recurring revenue opportunities, future project deployments, commercial growth opportunities, customer demand, financing opportunities and the Company’s long-term business objectives. These forward-looking statements are based on current expectations and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Readers are encouraged to review the risk factors included in the Company’s filings with the U.S. Securities and Exchange Commission. Brenmiller undertakes no obligation to update any forward-looking statements except as required by law.
Contact:
Crescendo Communications, LLC
212-671-1020