Brenx Ltd 6-K, filed Sep 9, 2026
Brenx Ltd. (BRNX)
About this 6-K
Brenx Ltd filed this 6-K on September 9, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of September
Commission File Number:
(Translation of registrant’s name into English)
13 Amal St. 4th Floor, Park Afek
Rosh Haayin, 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
On September 9, 2026, BrenX Ltd., or the Company, issued a press release titled “BrenX Reports First Half 2026 Financial Results and Advances Integrated Energy Infrastructure Strategy”. A copy of this press release is furnished with this Report of Foreign Private Issuer on Form 6-K, or this Form 6-K, as Exhibit 99.1. In addition, the Company is furnishing its unaudited condensed consolidated financial statements as of and for the six month period ended June 30, 2026 as Exhibit 99.2 to this Form 6-K and is furnishing its Management’s Discussion and Analysis of Financial Condition and Results of Operations, which discusses and analyzes the Company’s financial condition and results of operations as of and for the six month period ended June 30, 2026, as Exhibit 99.3 to this Form 6-K.
This Form 6-K (other than the second, third, fourth and fifth paragraphs and the section titled “Forward Looking Statements” of Exhibit 99.1 furnished herewith) is incorporated by reference into the Company’s Registration Statements on Form F-3 (File Nos. 333-273028, 333-283874, 333-289219, 333-290642, 333-292634, 333-293660, 333-294341, 333-295594, 333-296507, 333-296898, 333-297567, and 333-298666) and Form S-8 (File Nos. 333-272266, 333-278602, 333-284377, 333-290040, and 333-298317), filed with the Securities and Exchange Commission, to be a part thereof from the date on which this Form 6-K is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
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EXHIBIT INDEX
| Exhibit No. | ||
| 99.1 | Press release titled: “BrenX Reports First Half 2026 Financial Results and Advances Integrated Energy Infrastructure Strategy”. | |
| 99.2 | Condensed Consolidated Financial Statements as of and for the Six-Month Period Ended June 30, 2026 (Unaudited). | |
| 99.3 | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | |
| 101 | The following financial information from the Registrant’s Interim Condensed Financial Statements as of June 30, 2026, formatted in XBRL (eXtensible Business Reporting Language): (i) Interim Condensed Consolidated Balance Sheets, (ii) Interim Condensed Consolidated Statements of Operations, (iii) Interim Condensed Consolidated Statements of Shareholders’ Equity; (iv) Interim Condensed Consolidated Statements of Cash Flows, and (v) Notes to Interim Condensed Consolidated Financial Statements. | |
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document). |
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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.
| BRENX LTD. | |||
| Date: September 9, 2026 | By: | /s/ Ofir Zimmerman | |
| Name: | Ofir Zimmerman | ||
| Title: | Chief Financial Officer | ||
3
Exhibit 99.1
BrenX Reports First Half 2026 Financial Results and Advances Integrated Energy Infrastructure Strategy
New BrenX Identity Reflects Expansion from Thermal Energy Storage Technology into Broader Energy Infrastructure Platform
Tempo Reaches Key Commissioning Milestone; Wolfson Construction Underway; Hungary Purchase Adds Operating Renewable Energy Assets
ROSH HA’AYIN, Israel, September 9, 2026 - BrenX Ltd. (Nasdaq: BRNX) (the “Company” or “BrenX”), a provider of thermal energy storage (“TES”) and integrated industrial energy solutions, today reported unaudited financial results as of and for the six months ended June 30, 2026, together with operational and subsequent business developments as the Company advances its strategy beyond TES equipment sales toward the potential development, ownership and optimization of integrated energy infrastructure.
Financial and Operating Highlights
| ● | For the period ended June 30, 2026, operating loss decreased by 9% to $5.97 million and net loss decreased by 18% to $6.09 million compared to the period ended June 30, 2025. |
| ● | Cash and cash equivalents totaled $5.69 million at June 30, 2026. |
| ● | The 32 MWh bGen™ TES system at Tempo Beverages Ltd. (“Tempo”) has been assembled and integrated with the customer’s production facility and is producing steam as part of the commissioning process. |
| ● | The Company received the construction permit for its 12 MWh bGen™ TES project at Wolfson Medical Center, subsequent to the period, and commenced on-site work. The system is designed to replace fuel-oil boilers and provide steam and hot water for hospital operations. |
| ● | The Company purchased for approximately $1.1 million, subsequent to the period, an operating 1.2 MWp photovoltaic facility (“ARD Facility”) that supplies renewable electricity to the Hungarian grid and is expected to provide a recurring revenue stream. In addition, on August 28, 2026, the Company, through its subsidiary, signed a definitive agreement to acquire adjacent industrial land and related photovoltaic infrastructure to support BrenX’s planned first integrated energy resource center in Hungary. |
“We believe the first half of 2026 and subsequent developments represent an important stage in our Company’s evolution, and our rebrand as BrenX reflects the broader business we are building,” said Nir Brenmiller, Chief Executive Officer of BrenX. “For nearly 15 years, we have focused on developing and commercializing our thermal energy storage technology. That technology remains at the core of BrenX, but our opportunity today extends beyond thermal energy storage alone. The BrenX name reflects our evolution toward a broader energy infrastructure company striving to bring together bGen™ with renewable generation, battery storage and other energy assets to deliver integrated power and heat solutions around the needs of industrial customers. Our strategy is also evolving beyond equipment sales toward the development, ownership and optimization of energy infrastructure, giving us the opportunity to participate more broadly in the economics of the projects we develop and, over time, build recurring, infrastructure-based revenue streams.”
“We are beginning to translate that strategy into operating assets and projects. At Tempo, our 32 MWh bGen™ system has been assembled and integrated into the customer’s production facility and is producing steam as part of the commissioning process. At Wolfson Medical Center, we received the construction permit and have commenced on-site work on a 12 MWh bGen™ system designed to replace the hospital’s fuel-oil boilers and provide steam and hot water for its operations. Together, Tempo and Wolfson demonstrate how our thermal energy storage technology can be deployed in very different operating environments and provide the foundation for the broader integrated energy solutions we are now pursuing.”
“In Hungary, we are beginning to put that broader strategy into practice. We purchased the ARD Facility and its operating photovoltaic assets, which are already supplying renewable electricity to the grid and providing a recurring revenue stream. The subsequent agreement to acquire adjacent industrial land and related photovoltaic infrastructure gives us an opportunity to build around those existing assets as we pursue the development of our first integrated energy resource center.”
“Our financial results also reflect our continued focus on managing the business as we execute this transition. We reduced our operating loss by 9% and our net loss by 18% compared with the first half of 2025, while continuing to advance our commercial projects and broader strategy. Looking ahead, our priorities are clear: complete the commissioning of Tempo, continue construction at Wolfson, advance the development of our Hungary energy platform and pursue financing structures that can support both our existing projects and future energy infrastructure opportunities. We believe executing against these priorities can move BrenX closer to our objective of building a scalable energy infrastructure business around our technology and assets.”
Additional Business Highlights
| ● | Baran Energy Collaboration: Under BrenX’s agreement with Baran Energy Ltd., Baran has agreed to acquire the Tempo and Wolfson systems and make milestone-based payments totaling approximately $2.9 million during construction and commissioning. Baran will become the owner of the systems upon final commissioning, while BrenX retains its intellectual property and is entitled to additional contingent consideration, subject to the terms of the agreement, and to payment for ongoing operations and maintenance services. |
| ● | Hungary: Planned Integrated Energy Resource Center: Current plans contemplate the potential expansion of the Hungary site to include an aggregate of up to 20 MW of solar generation, 6 MWh of battery energy storage and 12.5 MWh of thermal energy storage, as well as the potential direct supply of electricity and heat to nearby industrial customers. BrenX may also evaluate opportunities to integrate digital infrastructure, including modular data centers, subject to further development, financing, permitting, customer arrangements and other commercial and regulatory considerations. |
| ● | Corporate Transition: Shareholders approved the change of the Company’s name to BrenX Ltd., the appointment of Nir Brenmiller as Chief Executive Officer and the appointment of Avi Brenmiller as Chairman of the Board of Directors. The Nasdaq ticker symbol for the Company’s ordinary shares has changed to BRNX as part of the Company’s name change. |
2
Summary of First Half 2026 Financial Results (U.S. dollars in thousands)
| U.S.$ in thousands, except percentages | H1 2026 | H1 2025 | Change | |||||||
| Revenue | $ | 0 | $ | 387 | NM(1) | |||||
| Operating loss | $ | (5,967 | ) | $ | (6,572 | ) | 9% improvement | |||
| Net loss | $ | (6,089 | ) | $ | (7,454 | ) | 18% improvement | |||
| Net cash used in operating activities | $ | (5,501 | ) | $ | (5,266 | ) | 4% increase | |||
| (1) | NM: not meaningful. |
Income statement: The Company recognized no revenue during the six months ended June 30, 2026, compared with $387 thousand during the corresponding period of 2025, when revenue was recognized from the Enel project. No comparable project milestone satisfied the applicable revenue-recognition criteria during the first half of 2026, reflecting the timing of project execution and milestone achievement while the Tempo and Wolfson projects remained under construction or commissioning.
Operating loss decreased 9% to $5.97 million from $6.57 million, primarily reflecting lower research and development expenses and cost of revenues, partially offset by the absence of revenue and increases in selling and marketing and general and administrative expenses. Research and development expenses declined approximately 41% to $1.43 million from $2.41 million, reflecting cost optimization and operational restructuring while the Company continued to direct resources toward product enhancement and commercialization support.
Net loss decreased 18% to $6.09 million from $7.45 million, reflecting the lower operating loss and an improvement from $837 thousand of net financial expense in first half of 2025 to $4 thousand of net financial income in the first half of 2026.
Balance Sheet and Liquidity: At June 30, 2026, cash and cash equivalents totaled $5.69 million. Total assets were $13.48 million, total liabilities were $8.88 million and shareholders’ equity was $4.59 million, compared with total assets of $12.50 million, total liabilities of $9.00 million and shareholders’ equity of $3.49 million at December 31, 2025.
Net cash used in operating activities was $5.50 million, compared with $5.27 million in the first half of 2025. Net cash provided by financing activities was $6.45 million, compared with $3.35 million in the first half of 2025.
About bGen™
bGen™ is BrenX’s thermal energy storage system. It converts electricity into heat, stores that heat in crushed rock and dispatches steam, hot water or hot air on demand according to customer requirements. The system is designed to enable industrial customers to use renewable or lower-cost electricity for process heat and to support grid flexibility.
3
About BrenX Ltd.
BrenX provides thermal energy storage and integrated industrial energy solutions. Building on its proprietary bGen™ thermal energy storage technology, the Company is expanding its strategy to develop, own, operate and optimize energy assets that may combine local generation, electrical and thermal storage, grid connectivity and intelligent energy management around customer needs. BrenX is headquartered in Rosh Ha’ayin, Israel. For more information, visit https://www.bren-x.com/.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Statements that are not statements of historical fact may be deemed to be forward-looking statements. For example, the Company is using forward-looking statements when discussing the anticipated completion, commissioning and performance of the Tempo project; the continued construction, financing, commissioning and operation of the Wolfson project; the expected benefits, revenues, performance and strategic contribution of the ARD Facility and the purchase of adjacent industrial land and related photovoltaic infrastructure; the potential development and expansion of the Company’s integrated industrial energy resource center in Hungary, including the potential addition of solar generation, battery energy storage, thermal energy storage and the direct supply of electricity and heat to industrial customers; the potential integration of digital infrastructure, including modular data centers; the Company’s ability to obtain corporate and project-level financing and other resources necessary to develop and operate existing and future projects; the Company’s strategy to develop, own, operate and optimize integrated energy infrastructure assets and its ability to generate recurring infrastructure-based revenues; and the intended capabilities, uses and benefits of the bGen™ system. Without limiting the generality of the foregoing, words such as “plan,” “potential,” “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate,” “seek,” “target” or “continue” are intended to identify forward-looking statements.
Readers are cautioned that actual results may differ materially from those expressed or implied by forward-looking statements. Factors that may affect the Company’s results include, among others, the Company’s ability to complete, commission and operate its projects as planned; construction, integration, performance and customer acceptance risks; the Company’s liquidity, capital requirements and ability to obtain additional financing; the effect of financing transactions and anti-dilution provisions on the Company’s capital structure; the Company’s ability to integrate and realize the anticipated benefits of acquired assets; demand for and market acceptance of the Company’s products; competitive, technological, supply-chain, regulatory and commercial risks; and political, economic and military instability in Israel and the Middle East. The forward-looking statements contained or implied in this press release are subject to other risks and uncertainties, including those described under “Risk Factors” in the Company’s Annual Report on Form 20-F for the year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 25, 2026, and in the Company’s subsequent SEC filings. The Company undertakes no obligation to update any forward-looking statement, except as required by law.
Contact:
Crescendo Communications, LLC
212-671-1020
BRNX@crescendo-ir.com
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Exhibit 99.2
BrenX Ltd.
(Formerly - Brenmiller Energy Ltd.)
Condensed consolidated financial statements as of and for the 6-month period ended June 30, 2026
INDEX TO FINANCIAL STATEMENTS
| Page | |
| Condensed Consolidated Financial Statements (unaudited) – U.S. Dollars in thousands ($): | |
| Condensed Consolidated Balance Sheets | F-2 |
| Condensed Consolidated Statements of Comprehensive Loss | F-4 |
| Condensed Consolidated Statements of Changes in Equity | F-5 |
| Condensed Consolidated statements of Cash Flows | F-6 |
| Notes to the Condensed Consolidated Financial Statements | F-8 |
F-1
BrenX Ltd.
(Formerly - Brenmiller Energy Ltd.)
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(U.S. dollars in thousands, except for number of shares and par value)
| June 30, 2026 |
December 31, 2025 |
|||||||
| Assets | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted deposits | ||||||||
| Prepaid expenses and other receivables | ||||||||
| Inventory | ||||||||
| TOTAL CURRENT ASSETS | ||||||||
| NON-CURRENT ASSETS: | ||||||||
| Restricted deposits | ||||||||
| Operating lease right-of-use assets, net | ||||||||
| Property, plant and equipment, net | ||||||||
| Investment in joint venture | ||||||||
| TOTAL NON-CURRENT ASSETS | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-2
BrenX Ltd.
(Formerly - Brenmiller Energy Ltd.)
CONDENSED CONSOLIDATED BALANCE SHEETS (Cont.)
(UNAUDITED)
(U.S. dollars in thousands, except for number of shares and par value)
| June 30, 2026 |
December 31, 2025 |
|||||||
| Liabilities and Shareholders’ Equity | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Trade payables | $ | $ | ||||||
| Deferred revenue | ||||||||
| Other payables | ||||||||
| Current maturities of European Investment Bank (“EIB”) Loan | ||||||||
| Current maturities of operating lease liabilities | ||||||||
| TOTAL CURRENT LIABILITIES | ||||||||
| NON-CURRENT LIABILITIES: | ||||||||
| European Investment Bank (“EIB”) Loan | ||||||||
| Operating lease liabilities | ||||||||
| TOTAL NON-CURRENT LIABILITIES | ||||||||
| COMMITMENTS (Note 6) | ||||||||
| TOTAL LIABILITIES | ||||||||
| SHAREHOLDERS’ EQUITY: | ||||||||
| Ordinary Shares, par value - Authorized | ||||||||
| Preferred Shares, - par value - Authorized | ||||||||
| Additional paid in capital | ||||||||
| Foreign currency cumulative translation reserve | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| TOTAL SHAREHOLDERS’ EQUITY | ||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | $ | ||||||
| * |
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-3
BrenX Ltd.
(Formerly - Brenmiller Energy Ltd.)
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(U.S. dollars in thousands, except for per share data)
| Six months ended June 30, |
||||||||
| 2026 | 2025 | |||||||
| REVENUES | $ | $ | ||||||
| COSTS AND EXPENSES: | ||||||||
| COST OF REVENUES | ( | ) | ( | ) | ||||
| RESEARCH AND DEVELOPMENT | ( | ) | ( | ) | ||||
| SELLING AND MARKETING | ( | ) | ( | ) | ||||
| GENERAL AND ADMINISTRATIVE | ( | ) | ( | ) | ||||
| OTHER INCOME, NET | ||||||||
| OPERATING LOSS | ( | ) | ( | ) | ||||
| INTEREST EXPENSES | ( | ) | ( | ) | ||||
| OTHER FINANCIAL INCOME (EXPENSES), NET | ( | ) | ||||||
| FINANCIAL INCOME (EXPENSES), NET | ( | ) | ||||||
| SHARE IN EQUITY LOSS OF JOINT VENTURE | ( | ) | ( | ) | ||||
| NET LOSS AND NET COMPREHENSIVE LOSS | ( | ) | ( | ) | ||||
| NET LOSS PER ORDINARY SHARE: | ||||||||
| NET LOSS ATTRIBUTABLE TO ORDINARY SHAREHOLDERS | $ | ( | ) | $ | ( | ) | ||
| Basic and diluted loss ATTRIBUTIBLE TO ORDINARY SHAREHOLDERS | $ | *( | ) | $ | *( | ) | ||
| WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING USED IN COMPUTATION OF BASIC AND DILUTED LOSS PER SHARE | * | * | ||||||
| * |
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-4
BrenX Ltd.
(Formerly - Brenmiller Energy Ltd.)
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(UNAUDITED)
(U.S. dollars in thousands, except for number of shares)
| Ordinary Shares | Preferred Shares |
Additional | Foreign currency cumulative |
|||||||||||||||||||||||||
| Number of shares* |
Amount | Number of Shares |
paid in capital |
translation reserve |
Accumulated deficit |
Total Equity |
||||||||||||||||||||||
| BALANCE AS OF JANUARY 1, 2026 | ( | ) | ( | ) | ||||||||||||||||||||||||
| CHANGES DURING THE SIX MONTHS PERIOD ENDED JUNE 30, 2026: | ||||||||||||||||||||||||||||
| Comprehensive loss for the period | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Issuance of ordinary shares, net of issuance costs of $ | ||||||||||||||||||||||||||||
| Issuance of preferred shares and warrants, net of issuance costs of $ | - | |||||||||||||||||||||||||||
| Conversion of preferred shares | ( | ) | ||||||||||||||||||||||||||
| Deemed dividend for down-round adjustments of $ | - | - | ||||||||||||||||||||||||||
| Share-based compensation | - | - | ||||||||||||||||||||||||||
| BALANCE AS OF JUNE 30, 2026 | ( | ) | ( | ) | ||||||||||||||||||||||||
| BALANCE AS OF JANUARY 1, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||
| CHANGES DURING THE SIX MONTHS PERIOD ENDED JUNE 30, 2025: | ||||||||||||||||||||||||||||
| Comprehensive loss for the period | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Issuance of ordinary shares and warrants, net of issuance costs of $ | ||||||||||||||||||||||||||||
| Share-based compensation | ||||||||||||||||||||||||||||
| BALANCE AS OF JUNE 30, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||
| * |
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-5
BrenX Ltd.
(Formerly - Brenmiller Energy Ltd.)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(U.S. dollars in thousands)
| Six months ended June 30, |
||||||||
| 2026 | 2025 | |||||||
| CASH FLOWS - OPERATING ACTIVITIES: | ||||||||
| Loss for the period | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation | ||||||||
| Non-cash interest and exchange rate differences, net | ( | ) | ||||||
| Fair value adjustment of warrants’ liability | ( | ) | ||||||
| Share in equity loss of joint venture | ||||||||
| Share-based compensation | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Increase in prepaid expenses and receivables | ( | ) | ( | ) | ||||
| Decrease (increase) in inventory | ( | ) | ||||||
| Increase (decrease) in trade payables | ( | ) | ||||||
| Increase in other payables and deferred revenue | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS - INVESTING ACTIVITIES: | ||||||||
| Purchase of equipment | ( | ) | ( | ) | ||||
| Investment in joint venture | ( | ) | ( | ) | ||||
| Installation of a production facility | ( | ) | ( | ) | ||||
| Participation of Israeli Innovation Authority in production facility investment | ||||||||
| Restricted deposit funded | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| CASH FLOWS - FINANCING ACTIVITIES: | ||||||||
| Proceeds from issuance of ordinary shares, preferred shares and warrants | ||||||||
| Fund raising and issuance costs | ( | ) | ( | ) | ||||
| Payments of royalty liability | ( | ) | ||||||
| Net cash provided by financing activities | ||||||||
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND RESTRICTED DEPOSITS | ( | ) | ||||||
| EFFECT OF EXCHANGE RATE ON CASH AND CASH EQUIVALENTS AND RESTRICTED DEPOSITS | ||||||||
| CASH AND CASH EQUIVALENTS AND RESTRICTED DEPOSITS - BEGINNING OF PERIOD | ||||||||
| CASH AND CASH EQUIVALENTS AND RESTRICTED DEPOSITS - END OF PERIOD | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-6
BrenX Ltd.
(Formerly - Brenmiller Energy Ltd.)
CONSOLIDATED STATEMENTS OF CASH FLOWS (cont.)
(UNAUDITED)
(U.S. dollars in thousands)
| Six months ended June 30, |
||||||||
| 2026 | 2025 | |||||||
| B. Supplemental information: | ||||||||
| Investing and financing activities not involving cash flows | ||||||||
| Recognition (derecognition) of operating lease liability and right-of-use asset | $ | ( | ) | $ | ||||
| Deemed dividend for down-round adjustments | $ | |||||||
| C. Reconciliation of cash and cash equivalents, and restricted DEPOSITS reported in the CONDENSED CONSOLIDATED BALANCE SHEETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted bank deposits | ||||||||
| Total cash, cash equivalents and restricted cash shown in the statement of cash flows | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-7
BrenX Ltd.
(Formerly - Brenmiller Energy Ltd.)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1 - GENERAL:
| A. | General description of the Company and its operations |
BrenX Ltd. (Formerly - Brenmiller Energy Ltd.; hereinafter –the “Company”) was incorporated and commenced its business operations in Israel in 2012. The Company’s registered offices are in Rosh Ha’Ayin in Israel. On May 25, 2022, the Company’s ordinary shares (the “Ordinary Shares”) were listed and began trading on the Nasdaq Stock Market LLC (“Nasdaq”). On September 11, 2023, the Company’s voluntary delisting of its securities from the Tel Aviv Stock Exchange (“TASE”) took effect (the last trading day was September 7, 2023).
The Company is an energy technology company that specializes in energy supply to industrial clients through its thermal energy storage (“TES”) systems that are based on its proprietary and patented bGen™ technology. The use of the Company’s technology enables full vertical integration from renewable energy assets and grid management to end-customers’ delivery for factories requiring power and heat and further reduction of carbon emissions. The Company commenced the commercialization of its products and services in 2023 and assembled a new production line to facilitate commercial operations, that commenced operations in October 2024.
As of June 30, 2026, the Company has one wholly owned subsidiary (in the United States) that is currently inactive. In addition, a joint venture in Spain was established in the second half of 2024 that commenced non-significant operations in 2025 (collectively with the Company, “the Group”). See also Note 9C.
| B. | The impact of the regional war involving Israel |
While none of the Company’s facilities or infrastructure were damaged during the hostilities that began on October 7, 2023, the situation remains uncertain and escalated on February 28, 2026, when Israel and the United States commenced a joint operation against Iran, which has led Iran to launch ballistic missiles and drones against Israel and other countries in the region, followed by the joining of Hezbollah on the Lebanese front. Iran closed the Strait of Hormuz, leading to disruption of the global supply chain, including in oil and gas, which could potentially destabilize the Israeli and global economies. As of the date of this Interim Report, hostile and combat operations are still on-going and their outcome and the effect that they may have are uncertain. To date, the Company has not experienced a material adverse impact on its operations as a result of the regional hostilities. Nevertheless, regional geopolitical instability, including disruptions to international shipping routes, may from time to time affect logistics, lead times and costs.
The Company’s primary operations are located in Israel. However, the Company also conducts marketing and operational activities through its European joint venture company, Brenmiller Europe S.L. (hereinafter - “BRSL”), which supports international commercial activities and contributes to mitigating certain risks associated with operating from Israel. The Company continues to implement efficiency measures and actively manages procurement and logistics by regularly evaluating alternative sourcing options and working with suppliers to support operational continuity.
Negative sentiment toward Israel or Israeli companies in certain markets may also affect demand or the Company’s ability to raise capital and grants. Any deterioration in the political or security situation in Israel or the region could adversely affect the Company’s business, financial condition and results of operations.
F-8
BrenX Ltd.
(Formerly - Brenmiller Energy Ltd.)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1 - GENERAL (cont.):
| C. | Liquidity |
The Company has not yet generated significant revenues from its operations and has an accumulated deficit as of June 30, 2026, as well as a history of net losses and negative operating cash flows.
The Company expects to continue incurring losses and negative cash flows from operations until its products and energy sales achieve sustainable profitability. These conditions, together with the Company’s current cash position, raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date the interim consolidated financial statements are issued.
These interim consolidated financial statements have been prepared on a going concern basis and do not include any adjustments that might result from the outcome of this uncertainty.
Management’s plans to address these conditions include the continued commercialization of the Company’s products and services and taking measures to align operating expenditures with available financial resources. The Securities Purchase Agreement with Alpha Capital Anstalt (“Alpha”) has provided, and may continue providing, financing for the Company’s ongoing operations and non-project corporate liquidity requirements, subject to the terms and conditions of the agreement. See Note 11A to the Company’s consolidated financial statements for the year ended December 31, 2025.
In addition, the Company’s agreement with Baran Energy Ltd. has supported the financing of the ongoing construction of the Tempo and Wolfson projects. The agreement also contemplates potential cooperation on additional projects, subject to further agreements between the parties. See Note 6 and Note 12D to the Company’s consolidated financial statements for the year ended December 31, 2025.
The Company is also expanding its offering to integrated power and heat solutions. Since the power component is expected to represent a significant portion of the total project cost and is based on established, commercially available technologies, including solar photovoltaic systems and battery energy storage systems (“BESS”), management believes that the integrated structure may facilitate access to conventional bank loans to support future project-level funding requirements.
See also Note 9D regarding advanced negotiations with respect to the EIB loan.
There can be no assurance that additional financing will be obtained or that management’s plans will be successfully implemented. If the Company is unable to obtain sufficient financing, it may be required to reduce, delay or modify its operating activities, including the commercialization of existing products and its planned expansion.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:
| A. | Basis of presentation: |
The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with Securities and Exchange Commission (“SEC”)’s Regulation S-X. As permitted under those rules, certain footnotes and other financial information that are normally required by generally accepted accounting principles in the United States (“U.S. GAAP”) can be condensed or omitted. These financial statements reflect all adjustments, which include only normal recurring adjustments, necessary for a fair statement of its financial position as of and for the periods presented. These condensed consolidated financial statements and notes thereto are unaudited and should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2025. The results of operations for the six months ended June 30, 2026, are not necessarily indicative of results that could be expected for the 2026 fiscal year or any other interim period or for any other future year. All intercompany transactions and balances have been eliminated in consolidation.
F-9
BrenX Ltd.
(Formerly - Brenmiller Energy Ltd.)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (cont.):
| B. | Use of estimates in the preparation of financial statements: |
The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Estimates are primarily used for, but not limited to, realization value of inventory, valuation of share-based compensation, useful lives of property, plant and equipment and royalty liabilities.
The Company’s management believes that the estimates, judgments, and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the unaudited condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates, and such differences may have a material impact on the Company’s financial position or results of operations.
| C. | Concentration of Credit Risk |
Financial instruments which potentially subject the Company to concentrations of credit risk consist of trade and other receivables, and cash, cash equivalents and restricted deposits held at financial institutions.
The Company places its cash and cash equivalents, bank deposits and restricted deposits in high credit quality financial institutions. In general, customers are not required to provide collateral or any other security to support accounts receivable but are required to make progress payments during the course of project execution.
As of June 30, 2026 and December 31, 2025 there are current expected credit loss allowances.
| D. | New Accounting Pronouncements |
The Company qualifies as an emerging growth company (“EGC”) as defined under the Jumpstart Our Business Startups Act (the “JOBS Act”). Using exemptions provided under the JOBS Act for EGCs, and as long as the Company qualifies for this status, it may elect to defer compliance with new or revised ASUs until it is required to comply with such updates, which is generally consistent with the adoption dates of private companies.
Commencing January 1, 2026, ASU 2023-09—Income Taxes (Topic 740) became effective for the Company. This new pronouncement will require additional tax related disclosures in the 2026 annual financial statements.
Newly issued and not yet adopted accounting pronouncements:
ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities, issued in December 2025, establishes authoritative framework for the first time, for how for profit businesses must recognize and measure government assistance. This framework is effective for public companies for fiscal years beginning after December 15, 2028, and for all other entities fiscal years beginning after December 15, 2029. Early adoption is permitted. At this stage, the Company is evaluating its adoption effect on the financial statements and the time of adoption.
F-10
BrenX Ltd.
(Formerly - Brenmiller Energy Ltd.)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 3 - Fair value measurements:
Fair value is based on the price that would be received from the sale of an asset or that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, the guidance establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described as follows:
Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities.
Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data.
Level 3: Unobservable inputs that are used when little or no market data is available.
The carrying amount of the cash and cash equivalents, restricted deposits, trade receivables, trade payables, accrued expenses and EIB loan, approximates their fair value.
As of June 30, 2026 and as of December 31, 2025, except for warrants liability of $ thousand, the Company has no financial instruments measured at fair value.
NOTE 4 - INVENTORY:
Comprised as follows (U.S. dollars in thousands):
| June 30, 2026 | December 31, 2025 | |||||||
| Work in progress* | $ | $ | ||||||
| Raw materials | ||||||||
| $ | $ | |||||||
| * |
F-11
BrenX Ltd.
(Formerly - Brenmiller Energy Ltd.)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 5 - EQUITY:
| A. | Share capital, preferred shares and warrants |
On January 26, 2026, the Company performed a reverse stock split of
| 1) | Under the terms of the Securities Purchase Agreement (“the SPA”) with Alpha (see Note 11A(9) to the 2025 annual financial statements), the Company has issued the following equity securities during the six months period ended June 30, 2026: |
| a. | On February 13, 2026, under the SPA with Alpha, Alpha made subsequent fundings in the gross amount of $ |
| b. | On March 10, 2026, under the SPA with Alpha, Alpha made subsequent fundings in the gross amount of $ |
| c. | On April 27, 2026, under the SPA with Alpha, Alpha made subsequent fundings in the gross amount of $ |
| d. | On June 1, 2026, under the SPA with Alpha, Alpha made subsequent fundings in the gross amount of $ |
| e. | On June 11, 2026, the company entered into Amendment No. 2 to the SPA with Alpha which, were subject to the approval of the Company’s shareholders’ provided for additional funding by Alpha and amend certain features of the Securities Purchase Agreement, dated July 25, 2025, by and between the Company and Alpha, or the SPA. The approved features and the additional funding took effect on July 29 ,2026, following shareholder approval. See also Note 9B. |
| f. | On June 12, 2026, Alpha made subsequent fundings in the gross amount of $ |
| g. | Total issuance costs of the above subsequent fundings related to the SPA with Alpha, amounted to $ |
| h. | During the six month period ended June 30, 2026, preferred shares with a stated value of $ |
F-12
BrenX Ltd.
(Formerly - Brenmiller Energy Ltd.)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 5 - EQUITY (cont.):
| A. | Share capital and warrants (cont.) |
| 2) | Consequently, and under the anti-dilution provisions in the agreement, the conversion ratio of all outstanding preferred shares, were down adjusted to $ |
| 3) | The following table presents the outstanding warrants, as of June 30, 2026 and their terms: |
| Date of issuance | Number of outstanding warrants(**) | Exercise price for one Ordinary share(**) | Expiration date | |||||||
| February 16, 2023 | $ | |||||||||
| February 16, 2023 | (*) | NIS | | |||||||
| June 15, 2023 | $ | |||||||||
| January 25, 2024 | $ | |||||||||
| May 14, 2025 | $ | |||||||||
| July 28, 2025 | $ | |||||||||
| September 30, 2025 | $ | |||||||||
| December 4, 2025 | $ | |||||||||
| December 30, 2025 | $ | |||||||||
| February 12, 2026 | $ | |||||||||
| March 10, 2026 | $ | |||||||||
| April 27,2026 | $ | |||||||||
| June 1, 2026 | $ | |||||||||
| June 15, 2026 | $ | |||||||||
| (*) |
| (**) |
| 4) | During the first half of 2026, under the ordinary shares Sales Agreement with A.G.P./Alliance Global Partners (the “Sales Agent”), the Company issued |
F-13
BrenX Ltd.
(Formerly - Brenmiller Energy Ltd.)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 5 - EQUITY (cont.):
| B. | Share-based payment: |
During the interim period, the remuneration committee has approved the 2026 performance conditions plan for the remunerations of its executive employees (to be paid in cash or share based payment, as determined by the Company’s remuneration committee). As of June 30, 2026, it is estimated that the extent of remunerations (for targets that are expected to be met during the year) is immaterial.
Information on the share option awards outstanding and the related weighted average exercise price as of and for the six months ended June 30, 2026, are presented in the table below:
| Relating to options: | Number of potential Ordinary Shares | Exercise price range* | Aggregate Intrinsic Value | |||||||||
| Outstanding at beginning of the period | $ | $ | ||||||||||
| Granted | ||||||||||||
| Forfeited | ||||||||||||
| Expired | ||||||||||||
| Outstanding at end of the period | $ | $ | ||||||||||
| Exercisable at end of the period | $ | $ | ||||||||||
| * |
The following table summarizes information about stock-based awards outstanding and exercisable at June 30, 2026:
| Outstanding | Exercisable | |||||||||||||||
| Exercise price range | Number of potential Ordinary Shares | Weighted average remaining contractual life (years) | Number of potential Ordinary Shares | Weighted average remaining contractual life (years) | ||||||||||||
| $ | ||||||||||||||||
| $ | ||||||||||||||||
| $ | ||||||||||||||||
| $ | ||||||||||||||||
Share-based compensation expense for the periods ended June 30, 2026 and 2025 was as follows (U.S. dollars in thousands):
| Six months ended June 30 | ||||||||
| 2026 | 2025 | |||||||
| Cost of revenue | ||||||||
| Research and development | ||||||||
| Sales and marketing | ||||||||
| General and administrative | ||||||||
| Total share-based compensation expenses | ||||||||
As of June 30, 2026, there is an unrecognized share-based compensation expense of $
F-14
BrenX Ltd.
(Formerly - Brenmiller Energy Ltd.)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 5 - EQUITY (cont.):
| B. | Share-based payment: (cont.) |
The calculated fair value of options granted in the six months period ended June 30, 2025 was estimated using the Black-Scholes pricing model with the following assumptions ( options were granted in 2026):
| Risk-free interest rate | % | |||
| Expected option term (in years) | ||||
| Expected price volatility | % | |||
| Fair value of an ordinary share | $ | |||
| Dividend yield | % |
NOTE 6 - Certain transactions:
As explained in Note 12C and 12D to the 2025 annual financial statements, the Company commenced building and integrating two bGenTM TES units to two Israeli customers (Tempo and Wolfson Hospital). These units will provide industrial steam for these customers’ operations, under long-term lease arrangements.
As of the date of approval of these interim financial statements, the Tempo TES facility has already been assembled and integrated into Tempo’s production facility and is currently producing steam as part of the commissioning process. Work for the built-out of the second TES of Wolfson unit has recently started.
Under the agreement signed with Baran on September 14, 2025, Baran is making advance payments for the acquisition of these TES units and the right to payments under the agreements with these customers, which will take place upon commissioning. As of the date of these financial statements, advances amounting to $
NOTE 7 - SUPPLEMENTARY FINANCIAL STATEMENT INFORMATION:
| A. |
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Institutional receivables | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Others | ||||||||
| $ | $ | |||||||
F-15
BrenX Ltd.
(Formerly - Brenmiller Energy Ltd.)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 7 - SUPPLEMENTRY FINANCIAL STATEMENT INFORMATION (cont.):
| B. |
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Employees and employee institutions | ||||||||
| Expenses payable | ||||||||
| Royalties payable | ||||||||
| Advances from Baran | ||||||||
| Other liabilities | ||||||||
| C. | REVENUES: |
In the six-month period ended June 30, 2025 the Company recognized revenue from thermal energy storage unit provided to a customer in Europe (
Revenue recognized that was included in the contract liability balance (deferred revenue) at the beginning of the reported interim periods ended June 30, 2026 and 2025 amounts to $
| D. |
| Six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Consultants and subcontractors - thermal energy storage unit costs | ||||||||
| Write down of work-in-progress inventory to net realizable value | ||||||||
| Operating costs not attributed to projects (mainly salary and related expenses)* | ||||||||
| * |
| E. |
| Six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Salary and related expenses | ||||||||
| Consultants and subcontractors | ||||||||
| Expenditure on materials | ||||||||
| Office maintenance | ||||||||
| Depreciation and other | ||||||||
F-16
BrenX Ltd.
(Formerly - Brenmiller Energy Ltd.)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 7 - SUPPLEMENTRY FINANCIAL STATEMENT INFORMATION (cont.):
| F. |
| Six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Salary and related expenses | ||||||||
| Office maintenance | ||||||||
| Project Promotion | ||||||||
| Consultants | ||||||||
| Other | ||||||||
| G. |
| Six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Salary and related expenses | ||||||||
| Office maintenance | ||||||||
| Consultants and insurance | ||||||||
| Depreciation and other | ||||||||
| H. |
| Six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Interest income | ||||||||
| Fair value adjustments of warrants | ||||||||
| Exchange rate differences, Net | ( | ) | ||||||
| Bank fees | ( | ) | ( | ) | ||||
| ( | ) | |||||||
F-17
BrenX Ltd.
(Formerly - Brenmiller Energy Ltd.)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 7 - SUPPLEMENTRY FINANCIAL STATEMENT INFORMATION (cont.):
| I. | Loss per ordinary share: |
Net loss per share is calculated and reported under the “two-class” method. Basic loss per share is computed by dividing net income or loss, reduced by preference and deemed dividends for down-round adjustments, by the weighted-average number of Ordinary Shares outstanding during the year including prefunded warrants with token exercise price (“penny” warrants). Diluted loss per share is based on the weighted average number of Ordinary Shares used for basic computation, taking into account that the preferred shares do not participate in losses and as the inclusion of any potential Ordinary Shares in the reported years would be anti-dilutive.
Potentially dilutive Ordinary Shares result from the conversion of preferred shares, the assumed exercise of options and warrants, using the “treasury stock” method, and the assumed vesting of restricted share units.
Basic and diluted loss per share is computed as follows:
| Six months ended June 30, | ||||||||
| Numerator ($ in thousands): | 2026 | *2025 | ||||||
| Net loss for the period, as reported | ( | ) | ( | ) | ||||
| ( | ) | |||||||
| Deemed dividend for down-round adjustments: | ||||||||
| - Preferred shares | ( | ) | ||||||
| - Warrants | ( | ) | ||||||
| Numerator for basic and diluted net loss per Ordinary Share - net loss attributable to shareholders | ( | ) | ( | ) | ||||
| Denominator (Ordinary Shares in thousands)* | ||||||||
| Weighted average number of shares outstanding during the period | ||||||||
| Denominator for basic and diluted loss per share – weighted number of Ordinary Shares | ||||||||
| Basic and dilutive loss per Ordinary Share (in dollars) | ( | ) | ( | ) | ||||
| * |
For the reported periods, all ordinary shares underlying the conversion of preferred shares, options and warrants (except for “penny warrant”) have been excluded from the calculation of the diluted net loss per share since their effect was anti-dilutive.
These include as of June 30, 2026: Share option and warrants exercisable to
NOTE 8 - SEGMENT INFORMATION:
The Company operates in
The significant segment expenses and other segment items that are provided to the CODM align with expense information that is included in the Company’s interim consolidated income statement and notes thereto.
The measure of segment assets is reported in the balance sheet as total consolidated assets. The Company’s long-lived assets are located in Israel.
F-18
BrenX Ltd.
(Formerly - Brenmiller Energy Ltd.)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 9 - SUBSEQUENT EVENTS:
| A. | On July 13, 2026, under the SPA with Alpha, Alpha made subsequent fundings in the gross amount of $ |
On August 24, 2026, under the SPA with Alpha, Alpha made subsequent fundings in the gross amount of $
On August 26, 2026, under the SPA with Alpha, Alpha made subsequent fundings in the gross amount of $
Consequently, and under the anti-dilution provisions in the agreement, the conversion ratio of all outstanding previously issued preferred shares were down adjusted to $
On August 28, 2026, under the SPA with Alpha, Alpha made subsequent fundings in the gross amount of $
| B. | On July 29, 2026 the Company’s shareholders’ meeting approved, inter-alia, the following (see also Note 5A(1)(e): |
| 1) | The second amendment to the SPA agreement with Alpha relating to the terms of certain warrants issued as from 28 July 2025 and after (see Note 5A), pursuant to which the exercise price will be reduced to $ |
| 2) | The additional funding under the 2nd amendment including: (i) a pre-funded warrant to purchase |
| 3) | The change of the Company’s name to BrenX Ltd. |
| 4) | The appointment of Mr. Nir Brenmiller as the Chief Executive Officer of the Company and his employment terms. |
| 5) | The appointment of Avi Brenmiller as the active Chairman of the Company’s Board of Directors, and his employment terms. |
| 6) | As a result of the foregoing, the Shareholders meeting also approved certain required changes to the Company’s Articles of Association. |
| C. | On July 2, 2026, the Company acquired |
| D. | The Company is holding negotiations with the European Investment Bank (EIB) for the early repayment of its entire debt to EIB for a reduced amount. Until such agreement is reached, EIB has provided on July 23, 2026 an ongoing waiver (up to September 15 ,2026 that can be extended as required) to the required maturity and interest payment of $ |
| E. | On August 13, 2026, the Company filed a Registration Statement on Form S-8, to register |
| F. | See also note 5A regarding a subsequent reverse split. |
F-19
Exhibit 99.3
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations provides information that we believe to be relevant to an assessment and understanding of our results of operations and financial condition for the periods described. This discussion should be read in conjunction with our condensed consolidated interim financial statements and the notes thereto which are included in this Report of Foreign Private Issuer on Form 6-K. In addition, this information should also be read in conjunction with the information contained in the Company’s Annual Report on Form 20-F filed with the Securities and Exchange Commission, or SEC, on March 25, 2026, or the 2025 Annual Report, including the audited consolidated annual financial statements as of and for the year ended December 31, 2025 and the accompanying notes included therein.
Forward Looking Statements
This Report of Foreign Private Issuer on Form 6-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the business, financial condition and results of operations of BrenX. Forward-looking statements can be identified based on our use of forward-looking words such as “believe,” “expect,” “intend,” “plan,” “may,” “should,” “anticipate,” “could,” “might,” “seek,” “target,” “will,” “project,” “forecast,” “continue” or their negatives or variations of these words or other comparable words, or by the fact that these statements do not relate strictly to historical matters. Forward-looking statements relate to anticipated or expected events, activities, trends or results as of the date they are made. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties that could cause our actual results to differ materially from any future results expressed or implied by the forward-looking statements. Many factors could cause our actual activities or results to differ materially from the activities and results anticipated in forward-looking statements.
Important factors that could cause actual results, developments, and business decisions to differ materially from those anticipated in these forward-looking statements include, among other things:
| ● | our planned level of revenues and capital expenditures; |
| ● | development, financing and commercialization of BrenX industrial energy resource centers; |
| ● | development and operation of renewable generation and energy-storage assets; |
| ● | ability to obtain project-level financing; |
| ● | expected revenues and performance of acquired energy assets; |
| ● | potential integration of data-center infrastructure; |
| ● | potential settlement of outstanding debt with the European Investment Bank, or EIB; |
| ● | anticipated benefits of the BrenX strategy; and |
| ● | ability to generate recurring infrastructure-based revenues. |
| ● | our ability to market and sell our products; |
| ● | our plans to continue to invest in research and development to develop technology for both existing and new products; |
| ● | our ability to maintain our relationships with suppliers, manufacturers, and other partners; |
| ● | our ability to maintain or protect the validity of our European, U.S., and other patents and other intellectual property; |
| ● | our ability to retain key executive members; |
| ● | our ability to internally develop and protect new inventions and intellectual property; |
| ● | our ability to expose and educate the industry about the use of our products; |
| ● | our expectations regarding our tax classifications; |
| ● | our ability to maintain compliance with Nasdaq’s continued listing requirements; |
| ● | interpretations of current laws and the passages of future laws; |
| ● | general market, political, and economic conditions in the countries in which we operate including those related to recent unrest and actual or potential armed conflict in Israel and other parts of the Middle East; and |
| ● | those factors referred to in “Item 3.D. Risk Factors,” “Item 4. Information on the Company,” and “Item 5. Operating and Financial Review and Prospects”, in our 2025 Annual Report. |
We believe that our forward-looking statements are reasonable; however, these statements are only current predictions and are subject to known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from those anticipated by the forward-looking statements. We describe many of these risks in greater detail under the heading “Risk Factors” in our 2025 Annual Report.
All forward-looking statements contained in this Report of Foreign Private Issuer on Form 6-K speak only as of the date of this document and are expressly qualified in their entirety as described herein and by the cautionary statements contained within the “Risk Factors” section of the 2025 Annual Report. We do not undertake to update or revise forward-looking statements to reflect events or circumstances that arise after the date on which such statements are made or to reflect the occurrence of unanticipated events, except as required by law. In evaluating forward-looking statements, you should consider these risks and uncertainties and not place undue reliance on our forward-looking statements.
The terms “BrenX,” “we,” “us,” “our,” “our Company” and “the Company” in this Report of Foreign Private Issuer on Form 6-K refer to BrenX Ltd. and its wholly owned subsidiary, Brenmiller Energy U.S. Inc., a company incorporated under the laws of Delaware, unless the context otherwise requires.
All historical quantities of ordinary shares and per-share data herein are presented on a post-split basis to give effect to our 7-for-1 reverse share split effected at the market open on Nasdaq on January 26, 2026, our 5-for-1 reverse share split effected at the market open on Nasdaq on April 15, 2026, and our 6-for-1 reverse share split effected at the market open on Nasdaq on August 13, 2026. For further details, see “Recent Developments—Reverse Share Splits.”
2
Overview
We are an energy technology and infrastructure company focused on providing integrated energy solutions to industrial and utility customers, powered by our proprietary thermal energy storage, or TES, technology. Our patented bGen™ systems form the technological foundation of our business and are designed to enable industrial customers to convert electricity into stored thermal energy, capture and reuse waste heat, and deliver reliable thermal energy on demand. Building on our TES platform, we are expanding our strategy through BrenX, our long-term strategy to develop, own and optimize integrated energy infrastructure assets that may combine renewable electricity generation, TES, battery energy storage, industrial heat and power solutions, and other complementary energy services. Through this strategy, we seek to evolve beyond equipment sales toward a broader infrastructure-based business model designed to generate recurring revenues while supporting industrial decarbonization, energy resilience and emerging digital infrastructure demand.
Sustainable energy and power system resilience are increasingly important infrastructure challenges as global electricity demand grows, including as a result of the rapid expansion of data centers driven in part by advances in computing and artificial intelligence, or AI. According to the International Energy Agency, global electricity consumption by data centers is expected to more than double to approximately 945 terawatt-hours by 2030, from approximately 415 TWh in 2024. This expected growth may place additional pressure on power grids and increase demand for dispatchable, grid-responsive technologies, flexible energy delivery and integrated energy infrastructure capable of balancing variable electricity supply with industrial and digital infrastructure demand. We believe our proprietary TES technology, together with our expanding capabilities in renewable generation, energy storage and energy infrastructure development, positions us to address these evolving market needs.
Our bGen™ systems can convert renewable or grid-supplied electricity into stored thermal energy and/or capture and reuse waste heat, and subsequently deliver controlled thermal energy, including steam, to industrial customers. By enabling energy to be stored when available or economically advantageous and dispatched when required, bGen™ is designed to help industrial customers reduce energy costs and carbon emissions, increase the use of renewable electricity and enhance energy reliability and operational resilience.
We have developed our bGen™ technology over the past fourteen years and validated it across three generations of demonstration units at multiple sites worldwide. The system stores heat in crushed rock at temperatures of up to 1,400 degrees Fahrenheit, or 760 degrees Celsius, and integrates bCubes™ thermal storage units, electric heaters, heat exchangers, electricity-to-heat conversion and steam generation within a durable and independent system. The use of crushed rock as the storage medium is designed to provide long-term durability and maintain performance over tens of thousands of charge and discharge cycles without the need to replace the storage material. The system can be charged from multiple energy sources, including residual heat and renewable or grid-supplied electricity through embedded electric heaters, and can dispatch thermal energy on demand as saturated steam for industrial processes or as superheated steam that may be used to drive steam turbines.
In 2023, we launched our Energy-as-a-Service, or EaaS, model, pursuant to which we may finance projects, install systems at customer sites, provide ongoing operations and maintenance, or O&M, services and sell thermal energy to customers under long-term arrangements. The EaaS model is intended to enable customers to adopt our technology while reducing upfront capital requirements and allowing us to generate recurring revenues from the operation of energy assets.
3
Building on our EaaS model and our core TES technology, in July 2026 we introduced BrenX, our long-term strategy to expand beyond thermal energy storage equipment sales into the development, ownership and optimization of integrated energy infrastructure assets. Under the BrenX strategy, we intend to pursue selected industrial energy resource centers that may integrate renewable electricity generation, battery energy storage, TES, industrial heat and power solutions and other complementary energy services. These projects are intended to enable us to provide customers with integrated energy solutions while developing long-term, recurring infrastructure-based revenue streams.
Our initial BrenX development activities are focused on Hungary. In July 2026, we announced the purchase of an operating photovoltaic facility located adjacent to our planned industrial energy project in Hungary and subsequently entered into a commercial term sheet to acquire an adjacent parcel of industrial land and related photovoltaic infrastructure assets. On August 28, 2026, our Hungarian subsidiary entered into a definitive real estate sale and purchase agreement for the acquisition of approximately 10,872 square meters of such adjacent industrial land, together with certain photovoltaic infrastructure assets, for an aggregate purchase price of HUF 58.3 million (approximately $190 thousand), plus VAT, if applicable, subject to completion of the applicable land-registry registration process. We intend to use these assets as a foundation for the development of our first planned BrenX industrial energy resource center, which is expected to have the potential to incorporate additional renewable generation, battery energy storage, thermal energy storage and, subject to further development and commercial arrangements, potential data center infrastructure. The development and ultimate scope of this and other BrenX projects will depend on a number of factors, including completion of contemplated financing, permitting, customer arrangements and other commercial and regulatory considerations.
Recent Developments
Photovoltaic Facility in Hungary
On July 2, 2026, we announced the purchase of an operating 1.2 MWp photovoltaic facility located adjacent to our planned Partner in Pet Food Hungaria KFT industrial energy project in Hungary for approximately $1.1 million, or the ARD Facility. The facility is currently operational and is expected to generate approximately $173 thousand in average annual revenue from the sale of renewable electricity to the grid. In July 2026, we also entered into a commercial term sheet for the purchase of an adjacent parcel of industrial land and related photovoltaic infrastructure assets in Hungary. On August 28, 2026, our Hungarian subsidiary, A.R.D. Energy Kft., entered into a definitive real estate sale and purchase agreement with Green Solartech Kft. for the purchase of approximately 10,872 square meters of such adjacent industrial land, together with certain photovoltaic infrastructure assets, for an aggregate purchase price of HUF 58.3 million (approximately $190 thousand), plus VAT, if applicable. The agreement completes the contractual acquisition contemplated by the July 2026 term sheet, subject to completion of the applicable land-registry registration process. The additional property is intended to expand our footprint at the site and support the potential development of our first BrenX integrated industrial energy resource center.
Together, these transactions represent initial steps in our strategy to expand beyond sales of thermal energy storage equipment toward the development, ownership and operation of integrated energy infrastructure assets designed to generate recurring revenues. We intend to develop the site into an integrated industrial energy resource center that may combine renewable electricity generation, battery energy storage, thermal energy storage and industrial energy delivery. Our current plans contemplate potential expansion of the site to include up to 20 MW of solar generation, a 6 MWh battery energy storage system and a 12.5 MWh thermal energy storage system, as well as direct electricity and heat supply to nearby industrial customers. We may also evaluate opportunities to integrate digital infrastructure, including modular data centers, subject to further development, feasibility studies, customer demand, commercial validation, financing, permitting, customer arrangements, and other commercial and regulatory considerations.
Alpha Capital Anstalt 2026 Subsequent Fundings
On July 13, 2026, we completed an additional $1.0 million subsequent funding under the securities purchase agreement, dated July 25, 2025, as subsequently amended, or the SPA, with Alpha Capital Anstalt, or Alpha, pursuant to which we issued to Alpha 1,000 preferred shares, each with a stated value of $1,000, together with accompanying ordinary warrants.
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On August 24, 2026, we completed an additional $1.0 million subsequent funding under the SPA, pursuant to which we issued to Alpha 1,000 preferred shares, each with a stated value of $1,000, initially convertible into ordinary shares at a fixed conversion price of $3.138 per share, together with ordinary warrants to purchase 318,674 ordinary shares at an exercise price of $87.36 per share. As a result of the pricing of the subsequent funding completed on August 26, 2026 and pursuant to the applicable anti-dilution and ratchet adjustment provisions, the conversion price of such preferred shares was subsequently adjusted to $3.12 per share.
On August 26, 2026, we completed an additional $1.0 million subsequent funding under the SPA, pursuant to which we issued to Alpha 1,000 preferred shares, each with a stated value of $1,000, convertible into ordinary shares at a fixed conversion price of $3.12 per share, together with ordinary warrants to purchase 320,513 ordinary shares at an exercise price of $87.36 per share. As a result of the pricing of this subsequent funding, under the anti-dilution and ratchet adjustment provisions contained in our Amended and Restated Articles of Association, the conversion price of the preferred shares previously issued pursuant to the SPA, including the preferred shares issued in the July 2026 subsequent funding and the August 24, 2026 subsequent funding, was adjusted to $3.12 per share.
On August 28, 2026, we completed an additional $1.0 million subsequent funding under the SPA, pursuant to which we issued to Alpha 1,000 preferred shares, each with a stated value of $1,000, convertible into ordinary shares at a fixed conversion price of $3.928 per share, together with ordinary warrants to purchase 254,582 ordinary shares at an exercise price of $87.36 per share. The ordinary warrants issued in each of the August 2026 subsequent fundings are exercisable upon issuance and expire five years from the initial exercise date.
In the aggregate, the August 2026 subsequent fundings resulted in gross proceeds of $3.0 million and the issuance of 3,000 preferred shares and ordinary warrants to purchase an aggregate of 893,769 ordinary shares.
The preferred shares and warrants are subject to the conversion, exercise and anti-dilution provisions set forth in the applicable transaction documents. The net proceeds from the July and August 2026 subsequent fundings are intended to be used for general corporate purposes, working capital and execution of our commercial TES projects across Europe, the United States and the Middle East. For additional information regarding the SPA and our financings thereunder, see “Liquidity and Capital Resources—Current Outlook.”
European Investment Bank Waiver and Settlement Discussions
On July 24, 2026, we announced that the EIB executed a waiver in connection with our March 2021 credit facility with the EIB. Pursuant to the waiver, the EIB agreed to temporarily waive certain rights arising solely from our scheduled payment obligation with respect to an approximately $1.7 million loan payment due on July 28, 2026. The waiver remains in effect through September 15, 2026, unless earlier terminated or extended in accordance with its terms.
We and the EIB are continuing discussions regarding a potential full and final settlement of the existing credit facility. The waiver provides additional time to pursue a definitive settlement while preserving near-term liquidity. The terms of any potential settlement have not been finalized, and there can be no assurance as to the timing, terms or completion of any definitive settlement arrangement.
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Chief Executive Officer Transition
On July 29, 2026, our shareholders approved the appointment of Nir Brenmiller as our Chief Executive Officer, effective as of such approval. Mr. Brenmiller previously served as our Deputy Chief Executive Officer and Chief Operating Officer. Avi Brenmiller, our founder and former Chief Executive Officer, continues to serve as Chairman of our Board of Directors.
Reverse Share Splits
During 2026, we effected three reverse share splits of our ordinary shares. On January 25, 2026, we effected a 7-for-1 reverse share split of our issued and outstanding ordinary shares, and our ordinary shares began trading on the Nasdaq Capital Market on a post-split basis at market open on January 26, 2026. On April 14, 2026, we effected a 5-for-1 reverse share split of our issued and outstanding ordinary shares, and our ordinary shares began trading on the Nasdaq Capital Market on a post-split basis at market open on April 15, 2026.
On August 13, 2026, we effected a 6-for-1 reverse share split of our issued and outstanding ordinary shares, which was previously approved by our shareholders at a Special General Meeting of Shareholders held on July 27, 2026. Our ordinary shares began trading on the Nasdaq Capital Market on a post-split basis at market open on August 13, 2026.
The reverse share splits did not change our authorized share capital, which remains 150,000,000 ordinary shares and 25,000 preferred shares. The number of outstanding preferred shares was not reduced as a result of the reverse share splits, and the applicable conversion ratios and other share and per-share terms of our outstanding preferred shares, warrants and other securities were proportionately adjusted, as applicable, in accordance with their terms.
Corporate Name Change to BrenX Ltd.
On August 11, 2026, following approval by our shareholders on July 29, 2026, our corporate name was changed from “Brenmiller Energy Ltd.” to “BrenX Ltd.” upon receipt of a certificate of change of name from the Israeli Registrar of Companies. In connection with the name change, our ordinary shares began trading on the Nasdaq Capital Market under the ticker symbol “BRNX” on August 14, 2026.
The name change reflects our expanded strategy to develop, own and optimize integrated industrial energy infrastructure solutions, building on our proprietary bGen™ thermal energy storage technology and expanding into solutions that may integrate power generation, thermal energy storage, battery energy storage and energy optimization.
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Results of Operations
The following table presents our results of operations for the periods presented.
| Six Months Ended June 30, | ||||||||
| U.S. dollars in thousands, except per share data (unaudited) | 2026 | 2025 | ||||||
| Revenues | $ | - | $ | 387 | ||||
| Costs and expenses: | ||||||||
| Cost of revenues | (1,347 | ) | (1,855 | ) | ||||
| Research and development | (1,428 | ) | (2,411 | ) | ||||
| Selling and marketing | (765 | ) | (624 | ) | ||||
| General and administrative | (2,429 | ) | (2,075 | ) | ||||
| Other income (expenses), net | 2 | 6 | ||||||
| Operating loss | (5,967 | ) | (6,572 | ) | ||||
| Interest expenses | (152 | ) | (220 | ) | ||||
| Other financial income (expenses), net | 156 | (617 | ) | |||||
| Financial income (expenses), net | 4 | (837 | ) | |||||
| Share in loss of joint venture | (126 | ) | (45 | ) | ||||
| Net loss and net comprehensive loss | $ | (6,089 | ) | (7,454 | ) | |||
| Net loss per ordinary share: | ||||||||
| Basic and diluted loss | $ | (125.90 | )* | $ | (796.45 | )* | ||
| Weighted average number of shares outstanding used in the computation of basic and diluted loss per share | 117,661 | * | 9,359 | * | ||||
| * | Post reverse split that was effected on August 13, 2026 |
Comparison of the Six Months Ended June 30, 2026 to the Six Months Ended June 30, 2025
Revenues
Our revenues decreased by $387 thousand, or 100%, to $0 for the six months ended June 30, 2026, compared to $387 thousand for the six months ended June 30, 2025. Revenue in the six months ended June 30, 2025 was derived primarily from the TES unit sold in connection with the ENEL project. No comparable project milestone satisfied the revenue recognition criteria during the first half of 2026. The decrease therefore reflects the timing of project execution and milestone achievement, while our Tempo and Wolfson projects remained under construction or commissioning.
Cost of Revenues
The following table presents the breakdown of cost of revenues for the periods presented.
| Six Months Ended June 30, | ||||||||
| U.S. dollars in thousands (unaudited) | 2026 | 2025 | ||||||
| Consultants and subcontractors-thermal energy storage unit costs | $ | - | $ | 426 | ||||
| Write down of work-in-progress inventory to net realizable value | 473 | 636 | ||||||
| Project-related costs | 473 | 1,062 | ||||||
| Operating costs not attributed to projects (mainly salary and related expenses)* | 874 | 793 | ||||||
| Total | $ | 1,347 | $ | 1,855 | ||||
| * | Operating costs not attributed to projects mainly include salary and related expenses incurred while our plant in Dimona, Israel, did not operate at full capacity. |
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Cost of revenues decreased by $508 thousand, or 27%, to $1,347 thousand for the six months ended June 30, 2026, compared to $1,855 thousand for the six months ended June 30, 2025. The decrease was primarily attributable to the absence of $426 thousand of consultants and subcontractor costs incurred in the six months ended June 30, 2025 in connection with the ENEL project and a $163 thousand decrease in the write-down of work-in-progress inventory. These decreases were partially offset by an approximately $82 thousand increase in operating costs not attributed to projects. Operating costs not attributed to projects mainly include salary and related expenses incurred while our plant in Dimona, Israel, did not operate at full capacity.
Research and Development
The following table presents the breakdown of research and development expenses for the periods presented.
| Six Months Ended June 30, | ||||||||
| U.S. Dollars in thousands (unaudited) | 2026 | 2025 | ||||||
| Salary and related expenses | $ | 1,220 | $ | 1,514 | ||||
| Expenditure on materials | 18 | 269 | ||||||
| Consultants and subcontractors | 70 | 131 | ||||||
| Office maintenance | 116 | 200 | ||||||
| Other | 4 | 297 | ||||||
| Total | $ | 1,428 | $ | 2,411 | ||||
Research and development expenses decreased by $983 thousand, or 41%, to $1,428 thousand for the six months ended June 30, 2026, compared to $2,411 thousand for the six months ended June 30, 2025. The decrease was broad-based and reflected our cost optimization and operational restructuring. Salary and related expenses decreased by $294 thousand, consultants and subcontractors decreased by $61 thousand, material expenditures decreased by $251 thousand, office maintenance decreased by $84 thousand, and depreciation and other expenses decreased by $293 thousand. The reduction in depreciation and other expenses also reflects the absence of certain costs recorded in the six months ended June 30, 2025, including the repayment of amounts previously received from the Israel Innovation Authority, or IIA, that we were unable to utilize for the applicable research and development project. We continue to direct research and development resources toward product enhancement and commercialization support.
We do not expect any material change in our research and development expenses.
Selling and Marketing
Selling and marketing expenses increased by $141 thousand, or 23%, to $765 thousand for the six months ended June 30, 2026, compared to $624 thousand for the six months ended June 30, 2025. The increase was primarily attributable to a $153 thousand increase in salary and related expenses, including higher share-based compensation, as we maintained commercial capabilities to support business development and strategic partnerships. This increase was partially offset by a $10 thousand decrease in consulting expenses and modest decreases in office maintenance and project promotion expenses.
Although we continue to enhance our market penetration efforts mainly by partnering with local agents in our target markets, we expect that our selling and marketing expenses will not change significantly.
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General and Administrative
General and administrative expenses increased by $354 thousand, or 17%, to $2,429 thousand for the six months ended June 30, 2026, compared to $2,075 thousand for the six months ended June 30, 2025. The increase was primarily attributable to a $513 thousand increase in salary and related expenses, including a $340 thousand increase in share-based compensation allocated to general and administrative functions. The increase was partially offset by decreases of $66 thousand in consultants and insurance expenses, $52 thousand in depreciation and other expenses, and $41 thousand in office maintenance expenses.
Operating Loss
As a result of the foregoing, operating loss decreased by $605 thousand, or 9%, to $5,967 thousand for the six months ended June 30, 2026, compared to $6,572 thousand for the six months ended June 30, 2025. The decrease was primarily driven by lower research and development expenses and cost of revenues, partially offset by the absence of revenue and increases in selling and marketing and general and administrative expenses.
Financial Income (Expenses), Net
Net financial income improved by $841 thousand, from net financial expenses of $837 thousand for the six months ended June 30, 2025 to net financial income of $4 thousand for the six months ended June 30, 2026. Interest expense decreased by $68 thousand, or 31%, to $152 thousand. Other financial results improved by $773 thousand, from an expense of $617 thousand to income of $156 thousand, primarily due to a $748 thousand favorable change in exchange-rate differences between the Israeli Shekel and the U.S. Dollar, from a $644 thousand expense in 2025 to $104 thousand of income in 2026, together with a $31 thousand increase in interest income. These improvements were partially offset by the absence of $6 thousand of warrant fair-value income recognized in the six months period ended June 30, 2025.
Share in Equity Loss of Joint Venture
Our share in the equity loss of our joint venture increased by $81 thousand, or 180%, to $126 thousand for the six months ended June 30, 2026, compared to $45 thousand for the six months ended June 30, 2025. The increase primarily reflects a full six months of operating and commercial development activities at Brenmiller Europe S.L., our joint venture with Integrated Renewable Energy Solutions S.L., as the joint venture continued to operate at an early stage of its development.
Net Loss and Net Comprehensive Loss
Net loss and net comprehensive loss decreased by $1,365 thousand, or 18%, to $6,089 thousand for the six months ended June 30, 2026, compared to $7,454 thousand for the six months ended June 30, 2025. The decrease in net loss was driven by the lower operating loss in 2026 and the shift from net financial expenses in 2025 to net financial income in 2026, partially offset by an increase in share in the equity loss of the joint venture, as described above.
Liquidity and Capital Resources
Overview
Since inception, we have financed our operations primarily through issuances of ordinary shares, preferred shares, warrants and other equity-linked securities, borrowings, government grants and proceeds from commercial activities. As of June 30, 2026, cash and cash equivalents and restricted deposits shown in the statement of cash flows totaled $5,728 thousand, compared to $4,945 thousand as of December 31, 2025.
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The table below presents our cash flows for the periods indicated.
| Six Months Ended June 30, | ||||||||
| U.S. dollars in thousands (unaudited) | 2026 | 2025 | ||||||
| Net cash used in operating activities | $ | (5,501 | ) | $ | (5,266 | ) | ||
| Net cash used in investing activities | (183 | ) | (135 | ) | ||||
| Net cash provided by financing activities | 6,454 | 3,348 | ||||||
| Net increase (decrease) in cash and cash equivalents and restricted deposits | $ | 770 | $ | (2,053 | ) | |||
Operating Activities
Net cash used in operating activities increased by $235 thousand, or 4%, to $5,501 thousand for the six months ended June 30, 2026, compared to $5,266 thousand for the six months ended June 30, 2025.
Cash used in operating activities for the six months ended June 30, 2026 primarily reflected the $6,089 thousand net loss and a $528 thousand increase in inventory, together with increases of $171 thousand in prepaid expenses and receivables and a $32 thousand decrease in trade payables. These uses were partially offset by $1,033 thousand of net non-cash adjustments, principally $715 thousand of share-based compensation, $271 thousand of depreciation, $126 thousand for our share in the loss of our joint venture and a $79 thousand reduction for non-cash interest and exchange-rate differences, as well as a $286 thousand increase in other payables and deferred revenue.
Net cash used in operating activities for the six months ended June 30, 2025 was $5,266 thousand. This net cash used in operating activities primarily reflects a net loss of $7,454 thousand, and a non-cash adjustment of $1,358 thousand, a decrease of $331 thousand in inventory, an increase in trade payables of $96 thousand and an increase in other payables and deferred revenue of $557 thousand, partially offset by an increase of $154 thousand in prepaid expenses and receivables. Net non-cash adjustment of $1,358 thousand consisted primarily of share-based compensation payment of $513 thousand, a depreciation of $283 thousand, a share in equity loss of joint venture of $45 thousand and non-cash interest and exchange rate differences, net of $523 thousand.
Investing Activities
Net cash used in investing activities increased by $48 thousand, or 36%, to $183 thousand for the six months ended June 30, 2026, compared to $135 thousand for the six months ended June 30, 2025. The 2026 amount consisted primarily of a $169 thousand investment in the joint venture, compared to $87 thousand in the prior-year period. Capital expenditures for equipment and the production facility declined to $10 thousand from $100 thousand, while the prior-year period also included $57 thousand of participation by the Israel Innovation Authority in production facility investment.
Financing Activities
Net cash provided by financing activities increased by $3,106 thousand, or 93%, to $6,454 thousand for the six months ended June 30, 2026, compared to $3,348 thousand for the six months ended June 30, 2025. Cash provided by financing activities during the six months ended June 30, 2026 included $6,662 thousand of proceeds from the issuance of ordinary shares, preferred shares and warrants to Alpha, compared to $3,729 thousand in 2025. These proceeds were partially offset by $188 thousand of fundraising and issuance costs and $20 thousand of royalty liability payments. Fundraising and issuance costs were $193 thousand lower than in the six months period ended June 30, 2025.
Current Outlook
We have financed our operations to date primarily through proceeds from the issuance of our ordinary shares, preferred shares, pre-funded warrants and warrants, revenues from the sale of products, licensing fees and engineering services, borrowings under our credit facility with the EIB and governmental grants. We have incurred losses and generated negative cash flows from operations since our inception in 2012.
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We expect to continue to incur losses and negative cash flows from operations until revenues from our products, energy sales and service arrangements are sufficient to support our operations. Our near-term liquidity requirements include corporate operating expenses, research and development and commercialization activities, and our share of project development costs and strategic investments. We expect to fund these requirements through available cash, potential additional financing under the Alpha agreement described below, subject to its terms and conditions, project-level financing arrangements, strategic investments, debt or equity financings, governmental grants and other commercial sources.
Although we expect to generate revenues from product sales, heat-as-a-service operations and other energy and service arrangements, we do not currently anticipate that such revenues will be sufficient to fund all of our operations in the near term. In addition, our capital requirements may increase as we expand our commercialization activities and pursue our strategy to develop, own and operate integrated industrial energy infrastructure projects, certain of which may require us to provide a portion of the project financing or make other capital investments.
Our financing strategy includes seeking project-level financing arrangements that may reduce the amount of corporate capital required to develop and deploy our projects. In September 2025, we entered into a System Purchase Agreement with Baran Energy Ltd., or Baran, a subsidiary of Baran Group Ltd., relating to two bGen™ ZERO TES projects in Israel: a project for Tempo Beverages Ltd., or Tempo, and a project at Wolfson Medical Center, or Wolfson. Under the agreement, Baran agreed to acquire the systems and make milestone-based payments to us totaling approximately $2.9 million during the construction and commissioning phases of the projects and will become the owner of each project upon final commissioning. We retain the related intellectual property rights and are entitled to additional contingent consideration, subject to the terms of the agreement, and to payment for ongoing operations and maintenance services. The arrangement provides project-level financing support for the Tempo and Wolfson projects.
In addition, we believe that our expansion into integrated power and heat solutions may provide opportunities to access project-level financing, including because certain components of such projects utilize established photovoltaic and battery energy storage technologies. Following June 30, 2026, we purchased the ARD Facility, for approximately $1.1 million. The ARD Facility is located adjacent to our planned industrial energy project in Hungary and provides an operating renewable energy asset and an additional recurring revenue source as we pursue the development of an integrated industrial energy resource center at the site. The purchase and development of such assets may, however, require us to deploy additional capital and obtain project-level or other financing.
On July 25, 2025, we entered into a securities purchase agreement, as subsequently amended, with Alpha, pursuant to which we agreed to issue and sell to Alpha, subject to certain conditions, up to an aggregate of $25.0 million of securities in multiple tranches, consisting of preferred shares, pre-funded warrants and ordinary warrants.
During the six months ended June 30, 2026, we completed five subsequent fundings under the securities purchase agreement, consisting of $1.0 million fundings completed in February, March, April and June 2026 and an additional $1.5 million funding completed in June 2026. These transactions resulted in aggregate gross proceeds of approximately $5.5 million during the six months ended June 30, 2026 and the issuance of an aggregate of 5,500 preferred shares, each with a stated value of $1,000, together with accompanying ordinary warrants. The preferred shares and certain warrants issued pursuant to the securities purchase agreement contain anti-dilution provisions that may result in adjustments to their conversion or exercise prices, as applicable, and the number of ordinary shares issuable thereunder.
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In connection with the June 2026 financing, we entered into Amendment No. 2 to the securities purchase agreement with Alpha. Pursuant to the amendment, among other things, we agreed, subject to shareholder approval, to amend certain terms of the securities issued to Alpha, including modifications to the conversion price of certain preferred shares and the exercise price and floor price provisions applicable to certain warrants, and to issue additional pre-funded and ordinary warrants. Our shareholders subsequently approved these matters on July 29, 2026.
Subsequent to June 30, 2026, on July 13, 2026, we completed an additional $1.0 million funding with Alpha, pursuant to which we issued 1,000 additional preferred shares, each with a stated value of $1,000, together with accompanying ordinary warrants. Following this financing and the application of the anti-dilution provisions applicable to previously issued preferred shares, the conversion price of such preferred shares was adjusted to $5.505 per ordinary share, after giving effect to our subsequent 6-for-1 reverse share split in August 2026.
In August 2026, we completed three additional $1.0 million subsequent fundings under the SPA, resulting in aggregate gross proceeds of $3.0 million and the issuance of an aggregate of 3,000 preferred shares and ordinary warrants to purchase an aggregate of 893,769 ordinary shares. The preferred shares issued on August 24, August 26 and August 28, 2026 had initial conversion prices of $3.138, $3.12 and $3.928 per ordinary share, respectively. As a result of the pricing of the August 26, 2026 subsequent funding and pursuant to the applicable anti-dilution and ratchet adjustment provisions, the conversion price of preferred shares previously issued pursuant to the SPA was adjusted to $3.12 per ordinary share.
In the aggregate, from February 2026 through August 28, 2026, we issued 9,500 preferred shares pursuant to the Alpha financing transactions and received approximately $9.5 million in gross proceeds. During this period, certain preferred shares were converted into ordinary shares, and the terms and number of ordinary shares underlying certain warrants were adjusted pursuant to their terms and the amendments entered into with Alpha.
Effective August 13, 2026, we effected a 6-for-1 reverse share split of our ordinary shares. Accordingly, share and per-share amounts relating to the Alpha securities are subject to proportionate adjustment to reflect the reverse share split. Following the subsequent August 2026 financing transactions and application of the applicable anti-dilution provisions, the conversion price of preferred shares previously issued pursuant to the SPA was further adjusted to $3.12 per ordinary share. The preferred shares issued on August 28, 2026 have a conversion price of $3.928 per ordinary share. The exercise prices and number of ordinary shares underlying the outstanding warrants are similarly subject to adjustment to reflect the reverse share split.
The availability of any additional funding under the securities purchase agreement is subject to the terms and conditions thereof, and there can be no assurance as to the amount or timing of any additional financing that may become available to us thereunder.
On June 3, 2026, we entered into an amendment to our Sales Agreement with A.G.P./Alliance Global Partners, or A.G.P., originally dated June 9, 2023, pursuant to which we may offer and sell our ordinary shares from time to time through A.G.P. in an “at-the-market,” or ATM, offering. The amendment was entered into in connection with the anticipated expiration of our then-existing shelf registration statement on Form F-3 and the anticipated filing of a replacement shelf registration statement on Form F-3. Pursuant to the amendment, the termination date of the Sales Agreement was extended until the date on which the replacement shelf registration statement is no longer effective, unless earlier terminated in accordance with its terms.
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In March 2021, we entered into a finance contract with the EIB pursuant to which the EIB provided us with financing to support the development and commercialization of our technology. Following June 30, 2026, the EIB executed a waiver relating to an approximately $1.7 million payment otherwise due on July 28, 2026. Pursuant to the waiver, the EIB temporarily waived certain rights arising solely from such scheduled payment obligation through September 15, 2026, unless earlier terminated or extended in accordance with its terms. We and the EIB are continuing discussions regarding a potential full and final settlement of the existing credit facility. The waiver provides additional time to pursue a potential settlement and preserves liquidity that otherwise would have been required to satisfy the July 28, 2026 payment. The terms of any potential settlement have not been finalized, and there can be no assurance as to the timing, terms or completion of any definitive settlement arrangement.
Until we are able to generate sufficient recurring revenues and positive cash flows from operations, we expect to continue to rely on external sources of capital to satisfy our liquidity requirements. These sources may include debt or equity financings, additional financing under the Alpha agreement, project-level financing, strategic investments, governmental grants and other commercial arrangements. Our ability to obtain additional financing will depend on a number of factors, including market conditions, our operating performance, the trading price of our ordinary shares, the terms and availability of financing arrangements and other factors, and there can be no assurance that additional financing will be available when required or on terms acceptable to us.
If we are unable to obtain sufficient financing or successfully implement our commercialization and cost-alignment plans, we may be required to reduce, delay or modify our operating activities, research and development activities, commercialization efforts or planned expansion. We expect to continue to incur losses and negative cash flows from operations in the near term. These conditions, together with our current cash position and anticipated liquidity requirements, raise substantial doubt about our ability to continue as a going concern.
Critical Accounting Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. A comprehensive discussion of our critical accounting estimates is included in our Annual Report on Form 20-F for the year ended December 31, 2025. There were no material changes to those critical accounting estimates during the six months ended June 30, 2026. Estimates relevant to the interim financial statements include the net realizable value of inventory, valuation of share-based compensation, useful lives of property, plant and equipment, and royalty liabilities. Actual results may differ from these estimates.
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