Brenx Ltd 6-K, filed Sep 30, 2025
Brenx Ltd. (BRNX)
About this 6-K
Brenx Ltd filed this 6-K on September 30, 2025.
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 30, 2025, Brenmiller Energy Ltd., or the Company, issued a press release titled “Brenmiller Reports First Half 2025 Financial Results, Operational Updates, and Upcoming Catalysts”. 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, 2025 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 Company’s financial condition and results of operations as of and for the six month period ended June 30, 2025, as Exhibit 99.3 to this Form 6-K.
This Form 6-K (other than the second paragraph of Exhibit 99.1 furnished herewith) is incorporated by reference into the Company’s Registration Statements on Form F-3 (File Nos. 333-289219, 333-283874, 333-273028 and 333-272377) and Form S-8 (File Nos. 333-284377, 333-278602 and 333-272266), filed with the Securities and Exchange Commission, to be a part thereof from the date on which this Report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
1
EXHIBIT INDEX
| Exhibit No. | ||
| 99.1 | Press release titled: “Brenmiller Reports First Half 2025 Financial Results, Operational Updates, and Upcoming Catalysts”. | |
| 99.2 | Condensed Consolidated Financial Statements as of and for the Six-Month Period Ended June 30, 2025 (Unaudited). | |
| 99.3 | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | |
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document). |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Brenmiller Energy Ltd. | |||
| Date: September 30, 2025 | By: | /s/ Ofir Zimmerman | |
| Name: | Ofir Zimmerman | ||
| Title: | Chief Financial Officer | ||
3
Exhibit 99.1
Brenmiller Reports First Half 2025 Financial Results, Operational Updates, and Upcoming Catalysts
Projected revenues of $1.7 million for 2026 based on bGen ZERO execution milestones for Tempo project
Systems Purchase Agreement signed with Baran Energy for Tempo and Wolfson projects; Brenmiller to receive milestone-based payments, profits sharing, and service revenues
Brenmiller has 103 MWh in cumulative projects deployed, with numerous projects in development and a robust $500 million global pipeline of commercial opportunities
Signed private placement agreement for up to $25 million in equity financing to fund growth
ROSH HAAYIN, Israel – September 30, 2025 – Brenmiller Energy Ltd. (Nasdaq: BNRG), (the “Company”, “Brenmiller” or “Brenmiller Energy”) a leading global provider of Thermal Energy Storage (“TES”) solutions for industrial and utility customers, today reported financial results as of and for the six months ended June 30, 2025, in addition to operational and recent business development updates.
“We believe Brenmiller Energy has achieved more commercial and developmental milestones in 2025 to date than at any other time in our Company’s history,” stated Avi Brenmiller, Chairman and Chief Executive Officer of Brenmiller Energy. “Now, with our collaboration with Baran Energy in Israel, an agreement for up to $25 million in funding from one of our largest institutional shareholders, and continued momentum in Europe supported by non-dilutive project funding from the European Union, we believe Brenmiller is well funded for commercial ramp up.”
Significant Milestones Achieved, Supporting Upcoming Catalysts
| ● | Signed a System Purchase Agreement with Baran: Brenmiller and Baran Energy, a subsidiary of the Baran Group Ltd. (“Baran”) (TASE: BRAN), an international engineering company that provides management, design and financing solutions for large-scale infrastructure projects, signed a System Purchase Agreement for the completion and operational launch of two bGen ZERO systems currently in development in Brenmiller’s portfolio, Tempo Beverages Ltd. (“Tempo”) and Wolfson Medical Center (“Wolfson”). Baran will assume ownership of the Tempo and Wolfson projects and will make milestone-based payments to Brenmiller during construction and commissioning. Brenmiller will receive profit sharing on the projects based on revenues from end customers. Brenmiller retains all intellectual property and will continue to provide, and be paid for, operations and maintenance on the bGen ZERO systems at Tempo and Wolfson. |
| ● | Brenmiller expects $1.7 million in revenues from the Tempo project during 2026: In accordance with its project financing agreement with Baran and its execution timelines, Brenmiller expects Tempo will enter commercial operation and revenue generation in 2026, with Wolfson ramping up for revenues by the end of 2026 or early 2027. The installation of bGen at both locations is expected to create substantial reductions in carbon emissions and costs, with Tempo estimated to save $7.5 million over 15 years and Wolfson to save up to $1.3 million annually. |
| ● | Signed securities purchase agreement in July 2025 for up to $25 million with a long-term institutional shareholder: As part of this agreement, Brenmiller closed on two funding rounds, totaling $5.2 million from the purchase of preferred shares, pre-funded warrants and ordinary warrants. Brenmiller may raise up to an additional $20 million with this investor in subsequent financing. If all warrants are exercised, the overall financing may reach $50 million. |
| ● | Two projects in Europe are estimated to receive €11 million for bGen: The European Hydrogen Bank granted SolWinHy Cádiz S.L. (the “SolWinHy Project”) in Spain, €25 million in funding. From the total project CAPEX, the Company estimated that its supply of the bGen TES system for the project be approximately €7 million. The project is slated to commence in 2026 when Brenmiller expects to receive a purchase order for the bGen and associated services. In a separate project, the European Union’s Innovation Fund is providing estimated €4 million for Brenmiller Europe S.L. (“Brenmiller Europe”), the Company’s Spain-based joint venture, to supply bGen for a sustainable heat project led by a top European utility company. For this project, the 5 MWe bGen is expected to contribute to the avoidance of 1.45 M tons of CO2 equivalent over 10 years and a 104% increase in energy efficiency. Additionally, Brenmiller anticipates further momentum in Europe. The Company believes its projects in Europe, including JV projects in development and in its pipeline, may qualify to apply for funding through the European Union Innovation Fund, as part of a €1 billion auction, expected to open in December 2025. |
| ● | Signed MoU with ENASCO to pioneer nuclear SMR-integrated TES solutions: Brenmiller signed a non-binding Memorandum of Understanding (“MOU”) with ENASCO Ltd. (“ENASCO”), a specialist in nuclear Small Modular Reactor (“SMR”) development. Together, the companies are developing a hybrid SMR + bGen platform designed for AI data centers, hydrogen production, and high-resilience baseload power. |
| ● | Signed MoU to expand bGen opportunities in Japan: Brenmiller signed a non-Binding MoU with a prominent Japan-based engineering and project development company to collaborate on the deployment of sustainable heating solutions in Japan. As part of the collaboration, the Japanese corporation will leverage its expertise in project development, energy transition, and infrastructure solutions to identify and develop opportunities for bGen implementations across Japan. |
2
| ● | Joint case study published with SUNY demonstrates framework for wider adoption of bGen in the U.S.: The New York Power Authority detailed the deployment and performance of Brenmiller’s bGen at Purchase College, State University of New York (“SUNY”). The project and its key findings were presented in May 2025 and hosted by the Renewable Thermal Collaborative. The $2.5 million project is intended to reduce 550 metric tons of CO2 emissions annually. The case study highlighted the role of TES in decarbonizing public institutions and serves as a framework for how pilot installations can be replicable on a larger scale. |
| ● | bGen ZERO won Gold Award at 2025 Edison Awards: bGen received the Gold Award in the Energy Storage and Management category at The Edison Awards, among the most prestigious accolades honoring excellence in new product and service development, marketing, design and innovation. |
Summary of Financial Results
Income Statement:
Revenues were $387,000 for the six months ended June 30, 2025, compared to $0 in the same period of 2024. The revenues were generated from Brenmiller’s bGen installation with Enel, Italy’s largest utility. Operating loss was $6.57 million for the six months ended June 30, 2025, compared to $5.38 million in the same period of 2024. The increase was primarily due to the increased cost of revenues related to the finalization of the Enel project, a write-down of work-in-progress inventory to net realizable value, and higher operating costs not attributed to projects. These factors were partially offset by lower general and administrative expenses. Net loss was $7.45 million, compared to $1.58 million in the same period in 2024.
Balance Sheet:
As of June 30, 2025, Brenmiller had cash, cash equivalents, and restricted deposits totaling $2.16 million, compared to $4.13 million as of December 31, 2024. Subsequent to June 30, 2025, the Company has raised $5.2 million through equity offerings to one of its largest institutional shareholders.
Cash Flow Statement:
Net cash used in operating activities for the six months ended June 30, 2025 was $5.27 million, which was driven primarily by a net loss of $7.45 million and net cash provided by financing activities of $3.35 million.
3
About bGen™
bGen™ ZERO is Brenmiller’s TES system, which converts electricity into heat to power sustainable industrial processes at a price that is competitive with natural gas. The bGen™ ZERO charges by capturing low-cost electricity from renewables or the grid and stores it in crushed rocks. It then discharges steam, hot water, or hot air on demand according to customer requirements. The bGen™ ZERO also supports the development of utility-scale renewables by providing critical flexibility and grid-balancing capabilities. bGen™ ZERO was named among TIME’s Best Inventions of 2023 in the Green Energy category and won Gold in the Energy Storage and Management category at the 2025 Edison Awards.
About Brenmiller Energy Ltd.
Brenmiller Energy helps energy-intensive industries and power producers end their reliance on fossil fuel boilers. Brenmiller’s patented bGen™ ZERO thermal battery is a modular and scalable energy storage system that turns renewable electricity into zero-emission heat. It charges using low-cost renewable electricity and discharges a continuous supply of heat on demand and according to its customers’ needs. The most experienced thermal battery developer on the market, Brenmiller operates the world’s only gigafactory for thermal battery production and is trusted by leading multinational energy companies. For more information visit the Company’s website at https://bren-energy.com/ and follow the company on X and LinkedIn.
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 Company’s expectations for $1.7 million in revenues from the Tempo project during 2026; the Company’s 103 MWh in cumulative projects deployed, with numerous projects in development and a $500 million global pipeline of commercial opportunities; the Company’s expectation that Tempo will enter commercial operation and revenue generation in 2026 and Wolfson to ramp up for revenues by the end of 2026 or early 2027; that the installation of bGen at Tempo is estimated to save $7.5 million over 15 years and that the installation of bGen at Wolfson is estimated to save up to $1.3 million annually; that the Company may raise up to an additional $20 million in subsequent financing and that if all warrants are exercised, the overall financing may reach $50 million; that the SolWinHy Project in Spain is slated to commence in 2026 and that the Company expects to receive a purchase order for the bGen and associated services; that 5 MWe bGen is expected to contribute to the avoidance of 1.45 million tons of CO2 equivalent over 10 years and 5 MWe bGen is expected to achieve a 104% increase in energy efficiency; the Company’s anticipates further momentum in Europe; and that the Company believes its projects in Europe, including JV projects in development and in its pipeline, may qualify to apply for funding through the European Union Innovation Fund, as part of a €1 billion auction expected to open in December 2025. Without limiting the generality of the foregoing, words such as “plan,” “project,” “potential,” “seek,” “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate” or “continue” are intended to identify forward-looking statements. Readers are cautioned that certain important factors may affect the Company’s actual results and could cause such results to differ materially from any forward-looking statements that may be made in this press release. Factors that may affect the Company’s results include, but are not limited to: the Company’s planned level of revenues and capital expenditures; risks associated with the adequacy of existing cash resources; the demand for and market acceptance of our products; impact of competitive products and prices; product development, commercialization or technological difficulties; the success or failure of negotiations; trade, legal, social and economic risks; and political, economic and military instability in the Middle East, specifically in Israel. The forward-looking statements contained or implied in this press release are subject to other risks and uncertainties, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s Annual Report on Form 20-F for the year ended December 31, 2024 filed with the U.S. Securities and Exchange Commission (“SEC”) on March 4, 2025, which is available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contact: investors@bren-energy.com
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Exhibit 99.2
Brenmiller Energy Ltd.
Condensed consolidated financial statements as of and for the 6-month period ended June 30, 2025
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
Brenmiller Energy Ltd.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(U.S. dollars in thousands, except for number of shares and par value)
June
30, | December 31, | |||||||
| 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
Brenmiller Energy Ltd.
CONDENSED CONSOLIDATED BALANCE SHEETS (Cont.)
(UNAUDITED)
(U.S. dollars in thousands, except for number of shares and par value)
| June 30, 2025 | December 31, 2024 | |||||||
| Liabilities and Shareholders’ Equity | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Trade payables | $ | $ | ||||||
| Deferred revenue | ||||||||
| Other payables | ||||||||
| Current maturities of operating lease liabilities | ||||||||
| TOTAL CURRENT LIABILITIES | ||||||||
| NON-CURRENT LIABILITIES: | ||||||||
| European Investment Bank (“EIB”) Loan | ||||||||
| Share based payment liability | ||||||||
| Warrants’ liability | ||||||||
| Operating lease liabilities | ||||||||
| TOTAL NON-CURRENT LIABILITIES | ||||||||
| COMMITMENTS (Note 6) | ||||||||
| TOTAL LIABILITIES | ||||||||
| SHAREHOLDERS’ EQUITY: | ||||||||
| Ordinary 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
Brenmiller Energy Ltd.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(U.S. dollars in thousands, except for per share data)
| Six months ended June 30 | ||||||||
| 2025 | 2024 | |||||||
| REVENUES | $ | $ | ||||||
| COSTS AND EXPENSES: | ||||||||
| COST OF REVENUES | ( | ) | ( | ) | ||||
| RESEARCH AND DEVELOPMENT | ( | ) | ( | ) | ||||
| SELLING AND MARKETING | ( | ) | ( | ) | ||||
| GENERAL AND ADMINISTRATIVE | ( | ) | ( | ) | ||||
| OTHER INCOME (EXPENSES), 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: | ||||||||
| Basic and diluted loss | $ | ( | ) | $ | *( | ) | ||
| 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
Brenmiller Energy Ltd.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(UNAUDITED)
(U.S. dollars in thousands, except for number of shares)
| Ordinary Shares | Additional | Foreign | ||||||||||||||||||||||
| Number
of shares** | Amount | paid
in capital | translation reserve | Accumulated deficit | Total Equity | |||||||||||||||||||
| BALANCE AS OF JANUARY 1, 2025 | ( | ) | ( | ) | ||||||||||||||||||||
| CHANGES DURING THE SIX MONTHS PERIOD
ENDED JUNE 30, 2025: | ||||||||||||||||||||||||
| Comprehensive loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||
| Issuance of shares and warrants, net of issuance costs of $ | ||||||||||||||||||||||||
| Share-based compensation | ||||||||||||||||||||||||
| BALANCE AS OF JUNE 30, 2025 | ( | ) | ( | ) | ||||||||||||||||||||
| BALANCE AS OF JANUARY 1, 2024 | ( | ) | ( | ) | ||||||||||||||||||||
| CHANGES DURING THE SIX MONTHS PERIOD
ENDED JUNE 30, 2024: | ||||||||||||||||||||||||
| Comprehensive loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||
| Issuance of shares and prefunded warrants, net of issuance costs of $ | ||||||||||||||||||||||||
| Exercise of prefunded warrants | ||||||||||||||||||||||||
| Warrants reclassified to equity | - | |||||||||||||||||||||||
| Warrants classified to liabilities | - | ( | ) | ( | ) | |||||||||||||||||||
| Exercise of options | ||||||||||||||||||||||||
| Share-based compensation | ||||||||||||||||||||||||
| BALANCE AS OF JUNE 30, 2024 | ( | ) | ( | ) | ||||||||||||||||||||
| * |
| ** |
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-5
Brenmiller Energy Ltd.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(U.S. dollars in thousands)
| Six months ended June 30 | ||||||||
| 2025 | 2024 | |||||||
| 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 | ||||||||
| Warrants issuance costs | ||||||||
| Share-based compensation | ||||||||
| Other | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Decrease (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 withdrawn (funded) | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| CASH FLOWS - FINANCING ACTIVITIES: | ||||||||
| Proceeds from issuance of shares, warrants and prefunded warrants | ||||||||
| Proceeds from issuance of warrants’ liability | ||||||||
| Fund raising and issuance costs | ( | ) | ( | ) | ||||
| Exercise of options and warrants | ||||||||
| 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
Brenmiller Energy Ltd.
CONSOLIDATED STATEMENTS OF CASH FLOWS (cont.)
(UNAUDITED)
(U.S. dollars in thousands)
| Six months ended June 30 | ||||||||
| 2025 | 2024 | |||||||
| B. Supplemental information: | ||||||||
| Investing and financing activities not involving cash flows | ||||||||
| Recognition of operating lease liability and right-of-use asset | ||||||||
| Borrowing costs capitalized | ||||||||
| Reclassification of share options and warrants from liabilities to equity | ||||||||
| Reclassification of warrants from equity to liabilities | ||||||||
| C. Reconciliation of cash and cash equivalents, and restricted DEPOSITS reported in the statement of financial position | ||||||||
| 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
Brenmiller Energy Ltd.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1 – GENERAL:
| A. | General description of the Company and its operations |
Brenmiller Energy Ltd. (hereinafter – “The Company” or “the Parent 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”; “BNRG”). 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 a technology company that develops, produces, markets and sells thermal energy storage (“TES”) systems based on our proprietary and patented bGen™ technology. The use of the Company’s technology allows electrification and decarbonization of the industrial industry sector resulting in better integration with renewable energy sources and further reduction of carbon emissions. Through 2022, the Company’s main activity was focused on the development of its technology and its application into products and commercial solutions. In 2023, the Company commenced the commercialization of its products and services and assembled a new production line to facilitate commercial operations, that commenced operations in October 2024.
As of June 30, 2025, the Company has three wholly owned subsidiaries (in Israel, the Netherlands and the United States), that are currently inactive or are in the early stages of operations. In addition, a joint venture in Spain was established in the second half of 2024 that commenced non-significant operations in the first quarter of 2025 (collectively with the Company, “the Group”).
| B. | The impact of the regional war involving Israel |
While none of our facilities or infrastructure have been damaged since the war in Israel broke out on October 7, 2023, the import and export of goods may experience disruptions in and out of Israel as a result of such military conflict and terrorist attacks on the sea routes in the Red Sea region. A prolonged war could result in further military reserve duty call-ups in the future as well as irregularities to our supply chain and the movement of components and raw material into Israel and our finished products exported from Israel. The Company's operations, including its production facility, are located in Israel. Consequently, the Company is in the process of finding alternative sources of materials and supplies and to cope with increasing costs. A negative sentiment towards Israel and Israeli companies may also affect international markets that may, in turn, affect the Company commercially and its ability to raise funds. Such disruption, including the escalation of the political situation in Israel, could materially adversely affect the Company’s business, prospects, financial condition, and results of operations.
| C. | Liquidity |
The Company has not yet generated significant revenues from its operations and has an accumulated deficit as of June 30, 2025, as well as a history of net losses and negative operating cash flows. Towards the end of 2024, the Company started the operations of its new production line, which facilitates the shift in operations from the development stage to commercial operations and commenced the production of TES systems under sale type lease agreements with two Israeli customers. However, the Company expects to continue incurring losses and negative cash flows from operations until its products reach profitability.
F-8
Brenmiller Energy Ltd.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1 – GENERAL: (cont.)
| C. | Liquidity (cont.) |
As a result of these expected losses and negative cash flows from operations, along with the Company’s current cash position, the Company has concluded that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. These unaudited condensed financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty.
Management plans include the continued commercialization of the Company’s products and services, which require substantial funding. For that purpose, subsequent to June 30, 2025, Management has taken steps to ensure the provision of long-term financing which include inter-alia the Securities Purchase Agreement with Alpha (see Note 9A.) and current steps to reduce expenditure levels to available funds.
There are no assurances however, that the Company will be successful in obtaining the level of financing needed for its operations. If the Company is unsuccessful in commercializing its products and raising capital, it may need to reduce, delay, or adjust its operating expenses, including commercialization of existing products or be unable to expand its operations, as desired.
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, 2024. The results of operations for the six months ended June 30, 2025, are not necessarily indicative of results that could be expected for the 2025 fiscal year or any other interim period or for any other future year. All intercompany transactions and balances have been eliminated in consolidation.
| B. | Change in functional currency |
Effective January 1, 2024 the Company changed its functional currency to the U.S. dollar from the New Israel Shekel (“NIS”). Prior to this change, the Group’s presentation currency used in its consolidated financial statements was the U.S. Dollar ($), while translation differences from NIS were carried to “Other Comprehensive Income or Loss”.
| C. | 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, 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.
F-9
Brenmiller Energy Ltd.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES: (cont.)
| D. | 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.
Current expected credit loss expense
is $
| E. | New Accounting Pronouncements not yet adopted |
ASU 2023-09—Income Taxes (Topic 740), effective for the Company for annual periods commencing on or after December 15, 2025 will require improvements to Income Tax disclosure. This is not expected to have a material effect on the consolidated financial statements as a result of its future adoption.
ASU 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosure (Subtopic 220-40), effective for annual periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The ASU improves and requires more detailed information about the type of expenses in commonly presented expense captions. The ASU is not expected to have a material effect on the consolidated financial statements as a result of its future adoption.
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 receivable, trade payables, other receivable and EIB loan, approximates their fair value.
As of June 30, 2025, except for warrants
liability of $
F-10
Brenmiller Energy Ltd.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 4 – INVENTORY:
Comprised as follows (U.S. dollars in thousands):
| June
30, 2025 | December 31, 2024 | |||||||
| Work in progress | $ | $ | ||||||
| Raw materials | ||||||||
| $ | $ |
| * |
NOTE 5 – EQUITY:
| A. | Share capital and warrants |
The share capital, warrants and options
data in these interim consolidated financial statements and notes thereto are retroactively adjusted to reflect a
| 1) | On April 2, 2025, a special general meeting of the Company’s shareholders approved an increase in the authorized share capital of |
| 2) | On January 21, 2025 the Company filed a registration statement on Form S-8 under the Securities Act of 1933, as amended, to register additional |
| 3) | Under the terms of the definitive securities purchase agreement with Alpha Capital Anstalt (“Alpha”) (see Note 11A. to the 2024 annual financial statements ), the investor had a one-time future investment right. This additional investing right was triggered on January 10, 2025), but expired after 15 business days without being exercised. |
| 4) | On May 14, 2025, the Company completed a public offering that included the issuance of |
| 5) |
| Date of issuance | Number of outstanding warrants | Exercise price for one Ordinary share | Expiration date | |||||||
| February 16, 2023 | $ | |||||||||
| February 16, 2023 | (*) | |||||||||
| June 15, 2023 | $ | |||||||||
| January 25, 2024 | $ | |||||||||
| May 14, 2025 | $ | |||||||||
| May 14, 2025 | $ | |||||||||
| (*) |
| 6) | On June 9, 2025, the Company filed a prospectus supplement to increase the dollar amount from Ordinary Shares, that may be offered and sold under its Sales Agreement with A.G.P./Alliance Global Partners (the “Sales Agent”), by $ |
F-11
Brenmiller Energy Ltd.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 5 – EQUITY: (cont.)
| B. | Share-based payment: |
In January 2025, following the approval
of the remuneration committee of the amounts due of $
Under the 2025 preservation of employees’
plan, the Company granted:
Information on the share option awards outstanding and the related weighted average exercise price as of and for the Six months ended June 30, 2025, 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 | ( | ) | $ | |||||||||
| Outstanding at end of the period | $ | $ | ||||||||||
| Exercisable at end of the period | $ | $ | ||||||||||
F-12
Brenmiller Energy Ltd.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 5 – EQUITY: (cont.)
| B. | Share-based payment: (cont.) |
The following table summarizes information about stock-based awards outstanding and exercisable at June 30, 2025:
| 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, 2025 and 2024 was as follows (U.S. dollars in thousands):
| Six months ended June 30 | ||||||||
| 2025 | 2024 | |||||||
| Cost of revenue | ||||||||
| Research and development | ||||||||
| Sales and marketing | ||||||||
| General and administrative | ||||||||
| Total share-based compensation expenses | ||||||||
As of June
30, 2025, there is an unrecognized share-based compensation expense of $
F-13
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 was estimated using the Black-Scholes pricing model with the following assumptions:
| Six months period ended June 30 | ||||
| 2025 | 2024 | |||
| Risk-free interest rate | ||||
| Expected option term (in years) | ||||
| Expected price volatility | ||||
| Fair value of an ordinary share | $ | $ | ||
| Dividend yield | ||||
NOTE 6 – Certain transactions:
| A. | On February 20, 2025 the Company and Baran Energy, a subsidiary of the Baran Group Ltd. (“Baran”) announced they have signed a strategic cooperation agreement to accelerate bGen™ ZERO project development and deployments through sales, acquisitions, and operations of selected projects in Israel (“the Baran Cooperation Agreement”). To further bGen™ uptake within industrial sectors, Brenmiller will sell certain projects to Baran, subject to the satisfaction of certain conditions precedent, benefiting from the engineering firm’s core project capabilities to ensure effective and timely deployment. These projects include the lease agreements with Tempo and the Wolfson Medical center, see Note 12C. to the 2024 annual financial statements and Note 9B hereafter. |
| B. | During the interim period, the remuneration committee has approved the 2025 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, 2025, meeting these targets in 2025 was considered not probable and was therefore not provided for. |
NOTE 7 – SUPPLEMENTARY FINANCIAL STATEMENT INFORMATION:
| A. |
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Institutions | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Others | ||||||||
| $ | $ | |||||||
| B. |
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Employees and employee institutions | $ | $ | ||||||
| Expenses payable | ||||||||
| Royalties payable | ||||||||
| 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, 2025 amounts to
$
F-14
Brenmiller Energy Ltd.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 7 – SUPPLEMENTARY FINANCIAL STATEMENT INFORMATION: (cont.)
| D. |
| Six months ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| 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, | ||||||||
| 2025 | 2024 | |||||||
| Salary and related expenses | ||||||||
| Consultants and subcontractors | ||||||||
| Expenditure on materials | ||||||||
| Office maintenance | ||||||||
| Other | ||||||||
| F. |
| Six months ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Salary and related expenses | ||||||||
| Office maintenance | ||||||||
| Project Promotion | ||||||||
| Consultants | ||||||||
| Other | ||||||||
F-15
Brenmiller Energy Ltd.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 7 – SUPPLEMENTARY FINANCIAL STATEMENT INFORMATION: (cont.)
| G. |
| Six months ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Salary and related expenses | ||||||||
| Office maintenance | ||||||||
| Consultants and insurance | ||||||||
| Allowance for credit losses | ||||||||
| Depreciation and other | ||||||||
| H. | OTHER INCOME (EXPENSES), NET |
Due to the continued efforts and difficulties
involved in selling the remaining asset from the closure of the Rotem 1 project, the Company’s management decided in the six-month
period ended June 30, 2024, to write off its remaining value of $
| I. |
| Six months ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Interest income | ||||||||
| Fair value adjustments of warrants | ||||||||
| Warrants issuance costs | ( | ) | ||||||
| Exchange rate differences, Net | ( | ) | ||||||
| Bank fees | ( | ) | ( | ) | ||||
| ( | ) | |||||||
F-16
Brenmiller Energy Ltd.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 7 – SUPPLEMENTARY FINANCIAL STATEMENT INFORMATION: (cont.)
| J. | Loss per ordinary share: |
Basic loss per share is computed by dividing net income or loss, by the weighted-average number of Ordinary Shares outstanding during the period, 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, as the inclusion of any potential Ordinary Shares in the reported years would be anti-dilutive.
Potentially dilutive Ordinary Shares result from the assumed exercise of options and warrants, using the “treasury stock” method, and the assumed vesting of restricted shares.
Basic and diluted loss per share is computed as follows:
| Six months ended June 30, | ||||||||
| Numerator ($ in thousands): | 2025 | *2024 | ||||||
| Net loss for the period, as reported, attributable to shareholders | ( | ) | ( | ) | ||||
| Denominator (Ordinary Shares in thousands) | ||||||||
| Weighted average number of shares outstanding during the period | ||||||||
| Weighted average number of potential shares under prefunded warrants with token exercise price (“penny” warrants) | ||||||||
| 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 outstanding options and warrants (except for “penny warrants”) 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, 2025:
Share options 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-17
Brenmiller Energy Ltd.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 9 – SUBSEQUENT EVENTS:
| A. | On July 25, 2025, the Company entered into a securities purchase agreement with Alpha Capital Anstalt (“Alpha”) pursuant to which, the Company agreed to issue and sell to Alpha, subject to certain conditions, up to an aggregate of $ |
At the initial closing, which took
place on July 28, 2025, for a subscription amount of $
Following receipt of certain
shareholder approvals, on September 29, 2025, the Company issued
Under the terms of the Securities
Purchase Agreement, subject to certain conditions and as long as any Preferred Shares or Additional Ordinary Warrants are outstanding,
Alpha also has the right to purchase additional preferred shares and warrants from the Company up to an additional $
The Securities Purchase Agreement
also provides for certain additional fundings by Alpha after the Equity Closing which can come in the form of warrant exercises, subsequent
financing or other financing arranged by Alpha, subject to certain conditions, up to $
Per the agreement, the Company has agreed to file registration statements with the U.S. Securities and Exchange Commission pertaining to the resale of ordinary shares resulting from the conversion or exercise of the Preferred Shares, pre-funded warrants and warrants issued at the initial closing and Equity Closing.
| B. | Further to the Baran Cooperation Agreement signed during the reporting period (Note 6A), on September 14, 2025, the Company and Baran Energy Ltd. (a subsidiary of Baran; hereinafter “Baran Energy”) have signed a system purchase agreement for the completion and operational launch of two bGen™ ZERO TES systems currently in development in Brenmiller’s portfolio in Israel (at Tempo Beverages Ltd. and Wolfson Medical Center). Under the agreement, the Company will receive project financing from Baran Energy, which will become the owner of the projects. Milestone-based payments will be made by Baran to Brenmiller during the construction and commissioning phases, amounting in total $ |
| C. | On July 15, 2025, the Company signed an agreement for the extension of its manufacturing facility premises lease for one additional year and |
| D. | On September 4, 2025, the Company filed a Registration Statement on Form S-8, to register |
F-18
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 4, 2025, or the 2024 Annual Report, including the audited consolidated annual financial statements as of and for the year ended December 31, 2024 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 Brenmiller Energy. 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; | |
| ● | 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, such as the multi-front war Israel is facing; 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 2024 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 2024 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 2024 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 “Brenmiller,” “Brenmiller Energy,” “we,” “us,” “our,” “our Company” and “the Company” in this Report of Foreign Private Issuer on Form 6-K refer to Brenmiller Energy Ltd. and its consolidated subsidiaries, consisting of Brenmiller Energy US Inc., Brenmiller Energy NL B.V., Brenmiller Europe S.L., and Bren Dom TES KFT, unless the context otherwise requires.
On June 18, 2025, we announced a 5-for-1 reverse share split of our issued and outstanding ordinary shares. All historical quantities of the ordinary shares and per share data herein are presented on a post-split basis to give effect to our 5-for-1 reverse share split effected at the market open on Nasdaq on June 20, 2025. For further details, see section titled “5-for-1 Reverse Share Split.”
Overview
We are a technology and project development company that develops, produces, markets, and sells thermal energy storage, or TES, systems based on our proprietary and patented bGen™ technology. We also initiate and execute TES Energy as a Service, or EaaS, projects, in line with our current business model. Our technology enables the electrification and decarbonization of the industrials sector, resulting in better integration with renewable energy sources and a reduction in carbon emissions.
Recent Developments
July 2025 Private Placement
On July 25, 2025, we entered into a securities purchase agreement, or the July 2025 Securities Purchase Agreement, with Alpha Capital Anstalt, or Alpha. Pursuant to the terms of the July 2025 Securities Purchase Agreement, the Company agreed to issue and sell to Alpha, subject to certain conditions, up to an aggregate of $25 million in securities across multiple traches, consisting of preferred shares, pre-funded warrants, and ordinary warrants.
At the initial closing, which took place on July 28, 2025, for a subscription amount of $1.2 million the Company issued (i) pre-funded warrants to purchase 631,579 ordinary shares at an exercise price of $0.00001 per share, or the Pre-Funded Warrants, and (ii) ordinary warrants to purchase 631,579 ordinary shares at an exercise price of $2.09 per share, or the Ordinary Warrants. The Pre-Funded Warrants are exercisable upon issuance and will expire when exercised in full. The Ordinary Warrants are exercisable upon issuance and expire five years from the initial exercise date. The exercise of the Pre-Funded Warrants and Ordinary Warrants are subject to certain beneficial ownership limitations contained therein.
On August 11, 2025, we entered into an amendment to the Securities Purchase Agreement with Alpha, or the Amendment, and agreed, among other things, to amend the aggregate subscription amount of the Pre-Funded Warrants and Ordinary Warrants in connection with the initial closing from $1.2 million to $1.395 million. On August 21, 2025, Alpha exercised all 631,579 Pre-Funded Warrants.
2
On September 29, 2025, we issued 3,800 preferred shares with a stated value of $1,000 per share, or the Preferred Shares, in exchange for an additional $3.8 million investment, or the Equity Closing. Each Preferred Share is convertible into ordinary shares at a fixed conversion price of $2.288 per share. At the Equity Closing, we also issued 1,660,839 accompanying ordinary warrants, with an exercise price of $2.40 per share, or the Additional Ordinary Warrants, equal to 100% of the shares underlying the Preferred Shares, which will be exercisable upon issuance and will expire five years from the initial exercise date. As of September 29, 2025, the Company has 3,859,800 Ordinary Shares issued and outstanding and 3,800 Preferred Shares issued and outstanding.
The proceeds from the financing will be used for general corporate purposes, working capital, and execution of our commercial TES projects across Europe, the U.S., and the Middle East.
Under the terms of the July 2025 Securities Purchase Agreement, subject to certain conditions and as long as any Preferred Shares or Additional Ordinary Warrants are outstanding, Alpha also has the right to purchase additional preferred shares and warrants of up to an additional $20 million, or the Subsequent Financing.
The July 2025 Securities Purchase Agreement also provides for certain additional fundings by Alpha after the Equity Closing which can come in the form of warrant exercises, Subsequent Financing or other financing arranged by Alpha, or the Additional Funding, subject to certain conditions, up to $15 million, over a two year period beginning after the Equity Closing. Assuming full exercise of all warrants, the overall financing from Alpha may reach $50 million.
In addition, on July 25, 2025, we entered into two separate Registration Rights Agreements with Alpha pertaining to (i) the resale of the ordinary shares issuable upon exercise of the warrants issued at the Pre-Funded Warrants Closing, or the Pre-Funded Warrants Registration Rights Agreement, and (ii) the resale of the ordinary shares issuable upon conversion of the Preferred Shares and exercise of the Additional Ordinary Warrants issued at the Equity Closing, or the Equity Closing Registration Rights Agreement. We agreed to file these registration statements with the U.S. Securities and Exchange Commission, or the SEC, and maintain their effectiveness within specified timeframes. On August 4, 2025, the Company filed a registration statement with the SEC, which was declared effective August 15, 2025, to fulfil the requirement of the Pre-Funded Warrants and Warrants Registration Rights Agreement.
The July 2025 Securities Purchase Agreement contains customary representations, warranties, covenants, and participation rights.
May 2025 Public Offering
On May 12, 2025, we entered into a securities purchase agreement with certain investors for the issuance and sale of 461,539 our Ordinary Shares, series B warrants to purchase up to 461,539 Ordinary Shares, or the Series B Warrants, and series C warrants to purchase up to 461,539 Ordinary Shares, or the Series C Warrants, at a combined price of $3.25 per Ordinary Share and accompanying warrants, for aggregate gross proceeds of approximately $1.5 million before deducting placement agent fees and other offering expenses, or the May 2025 Public Offering. Each warrant has an exercise price of $3.75 per Ordinary Share, and is exercisable upon issuance, or the Initial Exercise Date. The Series B Warrants will expire five years from the Initial Exercise Date and the Series C Warrants will expire 12 months from the Initial Exercise Date.
On May 12, 2025, we entered into a placement agency agreement with A.G.P./Alliance Global Partners, or A.G.P., pursuant to which A.G.P. agreed to serve as lead placement agent for the issuance and sale of the Ordinary Shares, Series B Warrants and Series C Warrants. We agreed to pay A.G.P. an aggregate cash fee equal to 7.0% of the gross proceeds received by us from the sale of the securities in the May 2025 Public Offering. We also agreed to pay A.G.P. $65,000 for accountable expenses and $5,000 for non-accountable expenses. The placement agency agreement has indemnification and other customary provisions for transactions of this nature.
3
At-the-Market Offering
On June 9, 2025, we filed a prospectus supplement, or the Prospectus Supplement, to supplement and amend the previously filed prospectus supplement, dated June 9, 2023, or the Prior Prospectus Supplement, to increase the dollar amount of Ordinary Shares, that may be offered and sold under our sales agreement, or the ATM Sales Agreement with A.G.P., dated June 9, 2023, by $2,381,812. For the period ended June 30, 2025, under the agreement with A.G.P., we issued 599,711 Ordinary Shares, for a total net consideration of approximately $2,127 thousand. A.G.P. commissions and other issuance costs amounted to $102 thousand.
Dimona, Israel Production Facility
We manufacture our proprietary bCube™ components for our TES systems at our production facility in Dimona, Israel. After production, TES system components are shipped to customer sites for on-site assembly. The current production line is designed to support an annual capacity of up to 1 GWh of bCube™ thermal storage units, which aligns with our existing project pipeline.
The facility is built with infrastructure and flexibility to scale up to a production capacity of up to 4 GWh per year, subject to increased market demand and the receipt of additional orders beyond our current capacity.
The facility has also been designed with replicability in mind, enabling the establishment of similar gigafactories in strategic markets such as Europe and the United States. This approach supports localized manufacturing, shortens supply chains, and reduces logistics costs.
While the initial build-out of the Dimona plant was financed through a non-dilutive €7.5 million credit facility agreement with the European Investment Bank, or the EIB, of which €4 million was withdrawn in July 2022—we did not draw on the remaining €3.5 million tranche. Instead, we plan to prioritize investment in localized production facilities in Europe and the U.S. to support our global expansion strategy.
5-for-1 Reverse Share Split
On June 20, 2025, we effected a reverse share split of our issued and outstanding Ordinary Shares at a ratio of 5-for-1. Our Ordinary Shares started trading on the Nasdaq Capital Market on a post-split basis at the market open on June 20, 2025 under the Company’s existing trading symbol “BNRG”.
The reverse share split was approved by our shareholders at the our Special General Meeting of Shareholders held on December 5, 2024.
Our authorized share capital was not impacted by the implementation of the reverse share split and remained 150,000,000 Ordinary Shares following the consummation of the reverse share split. No fractional shares were issued as a result of the reverse split. In accordance with our Articles of Association, all fractional shares were rounded to the nearest whole Ordinary Share such that only shareholders holding fractional consolidated shares of more than half of the number of shares which consolidation constitutes one whole share shall be entitled to receive one consolidated share.
4
Director Appointments
On June 19, 2025, our Board of Directors, or the Board, appointed Mr. Boaz Toshav to serve as an independent director on the Board. Mr. Toshav’s appointment fills a vacancy on the Board created as a result of the term of Ms. Nava Swersky Sofer having expired on June 16, 2025.
On August 21, 2025, Board appointed Mr. Harel Gadot to serve as an independent director on the Board as of August 21, 2025. Mr. Gadot’s appointment fills a vacancy on the Board which was created as a result of the term of Ms. Chen Franco-Yehuda having expired on August 25, 2025.
Baran System Purchase Agreement
On September 14, 2025, we entered into a System Purchase Agreement with Baran Energy, a subsidiary of the Baran Group Ltd., or Baran, for the completion and operational launch of two bGen™ ZERO TES systems currently in development in our portfolio, located at Tempo Beverages Ltd., or Tempo, and Wolfson Medical Center, or Wolfson. The system purchase agreement became effective on September 29, 2025, after receiving the approval of both TES system clients. These projects represent an aggregate of approximately 44 MWh of TES capacity. Pursuant to the terms of the agreement, Baran will assume ownership of the projects, including their commercial rights and obligations, and will provide project financing through milestone-based payments during the construction and commissioning phases. Revenues generated from end customers will be shared between us and Baran based on a predefined economic model. We will retain ownership of all intellectual property and continue to provide, and receive payment for, ongoing operations and maintenance services on the installed systems.
Operational Update
During the six months ended June 30, 2025, our primary activity was focused on the development of our technology and its application into products and commercial solutions and completing the assembly and automation of our new production line.
We are currently in the process of demonstrating the use of its technologies for both industrial and utility scale applications, by installing our new projects, which are ultimately expected to support the commercialization of the technology. Our projects are progressing as planned and are expected to reach major milestones over the next twelve months. Key updates to its projects include:
| ● | Tempo’s Beverage Manufacturing Plant: On May 9, 2025, we announced that we are on track to meet our next four major contractual milestones and complete Stage 1 of our groundbreaking TES project for Tempo Beverages Ltd., or Tempo. Construction of the TES base began in early April 2025, following completion of the required civil work by Tempo. The installation of the bCubes™ and insulation, commenced in the third quarter of 2025. Construction of the TES is expected to be completed in fourth quarter of 2025 with commissioning set to begin at the end of 2025. We are set to replace Tempo’s fossil fuel boilers with a 32 MWh bGen™ ZERO TES system. By enabling the switch from heat derived from fossil fuels to heat derived from electricity, eliminating the use of approximately 2,000 tons of heavy fuel each year, our bGen™ is estimated to mitigate over 6,200 tons of carbon emissions annually and save Tempo an estimated $7.5 million over 15 years. | |
| ● | SUNY Purchase: Together with the New York Power Authority, or NYPA, we partnered with Purchase College—SUNY, to install our TES system at Purchase College in New York. The project, installed at the college’s Physical Education Building, serves as a pilot demonstrating how TES technology can significantly improve energy efficiency, resilience, and sustainability in institutional settings. Brenmiller’s bGen™ TES unit at Purchase College is part of a combined heat and power application designed to meet nearly 100% of the College’s physical education building’s heating needs. The case study, developed under the Renewable® Thermal Collaborative’s Innovative Pilot Projects initiative, provides critical insights into how modular TES can support the decarbonization goals of public infrastructure, particularly in the education sector. Highlights from the project include: TES modularity enables flexible and efficient deployment across diverse infrastructure; pilot installations offer replicable frameworks for wider adoption; TES integration with existing technologies boosts system reliability and thermal performance; containerized TES introduces unique thermal management dynamics requiring tailored design strategies. |
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Wolfson Medical Center: On January 29, 2024, we entered into an agreement with Wolfson Medical Center, or Wolfson Hospital, in Holon, Israel, for the construction of a TES System. Under the agreement, we will build and install a TES System on the Wolfson Hospital premises to provide industrial steam and related services, including the training and certification of Wolfson Hospital staff. The TES System will operate using electricity and water supplied by Wolfson Hospital and will provide services for a period of seven years, commencing no later than 15 months after obtaining all necessary regulatory approvals and following a two-month running-in period. We will be responsible for the operation and ongoing maintenance of the TES System, including ensuring that its efficiency ratio is maintained during the service period. The efficiency ratio will be reviewed annually, and, subject to a contractual remedy period, any failure to meet the agreed ratio may entitle Wolfson Hospital to terminate the agreement and seek compensation as set forth therein. As consideration for the services, Wolfson Hospital will pay approximately NIS 12 million (approximately $3.5 million) in non-equal monthly installments. At the conclusion of the seven-year service period, Wolfson Hospital will have the option to acquire the TES System for NIS 1.02 million (approximately $0.3 million) and, thereafter, to purchase annual maintenance services (including spare parts) from us. If Wolfson Hospital does not exercise its option to acquire the TES System, we will be responsible for dismantling and removing the system from the premises. As of the date of this Report of Foreign Private Issuer on Form 6-K, we expect to receive the required regulatory approvals in the coming weeks, which will allow it to commence construction of the project’s bCubes.
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MoU with Japanese Corporation: On June 26, 2025, we announced the signing of a non-binding Memorandum of Understanding, or MOU, with a major Japanese Corporation, which is a prominent Japan-based engineering and project development company, to collaborate on the deployment of sustainable heating solutions in Japan. The agreement marks a significant milestone in both companies’ commitment to accelerating the energy transition and decarbonization of industrial processes. Under the MOU, we and the Japanese corporation will work together to explore commercial opportunities for our TES technology, focusing on replacing fossil-fuel-based boilers with innovative, zero-emission TES systems. As part of the collaboration, the Japanese corporation will leverage its market experience as a global engineering company with expertise in project development, energy transition, and infrastructure solutions. Headquartered in Yokohama, Japan, the Japanese corporation aims to play a pivotal role in delivering innovative, sustainable solutions across various sectors, including energy, industrial, and environmental industries. Under the MOU, the Japanese corporation will identify and develop opportunities for TES system implementation across Japan. The initiative includes promoting both direct sales of TES equipment and Heat-as-a-Service, or HaaS, models for industrial and utility-scale applications.
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bGen™ Thermal Energy Storage System for Nuclear Small Modular Reactors (SMRs): On July 8, 2025, we announced the development of a new version of its bGen™ TES platform technology specifically for nuclear small modular reactors, or SMRs. SMRs produce up to 300 MW(e) of power, significantly smaller than traditional nuclear power plants, and are designed with modular components, offering greater flexibility and potentially lower costs. Unlike conventional nuclear storage integrations, our solution provides a solid foundation that can be adapted and further developed to meet SMR requirements. We are planning on introducing a bGen™ configuration tailored for SMR and high-resilience industrial applications. This next-generation product retains our signature flexibility, safety, and cost-effectiveness - while unlocking powerful new use cases in the nuclear and heavy industry domains.
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| ● | Brenmiller Signs MoU with ENASCO to Pioneer Nuclear SMR-Integrated Thermal Energy Storage Solutions: On July 16, 2025 we announced that we have signed a non-binding Memorandum of Understanding with ENASCO Ltd., or ENASCO, a specialist in nuclear SMR project development. Under the MoU, we will collaborate with ENASCO to study, develop and commercialize integrated solutions combining our proprietary bGen™ TES system with advanced Liquid Metal Reactor, or LMR-based SMRs. The initiative targets enhanced energy efficiency, operational safety, and system flexibility across electric, thermal, and hydrogen applications. |
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Results of Operations
The following table presents our results of operations for the periods presented.
| Six Months Ended June 30, | ||||||||
| US dollars in thousands, except per share data (unaudited) | 2025 | 2024 | ||||||
| Revenues | $ | 387 | $ | - | ||||
| Costs and expenses: | ||||||||
| Cost of revenues | (1,855 | ) | (408 | ) | ||||
| Research and development | (2,411 | ) | (1,808 | ) | ||||
| Selling and marketing | (624 | ) | (616 | ) | ||||
| General and administrative | (2,075 | ) | (2,313 | ) | ||||
| Other income (expenses), net | 6 | (230 | ) | |||||
| Operating loss | (6,572 | ) | (5,375 | ) | ||||
| Interest expenses | (220 | ) | (85 | ) | ||||
| Other financial income (expenses), net | (617 | ) | 3,879 | |||||
| Financial income (expenses), net | (837 | ) | 3,794 | |||||
| Share in equity loss of joint venture | (45 | ) | - | |||||
| Net loss and net comprehensive loss | $ | (7,454 | ) | (1,581 | ) | |||
| Net loss per ordinary share: | ||||||||
| Basic and diluted loss | $ | (3.79 | ) | $ | *(2.25 | ) | ||
| Weighted average number of shares outstanding used in the computation of basic and diluted loss per share | 1,965,475 | *702,066 | ||||||
| * | Post reverse split. |
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Comparison of the Six Months Ended June 30, 2025 to the Six Months Ended June 30, 2024
Revenues
Our revenues for the six months ended June 30, 2025 were $387 thousand compared to $0 for the six months ended June 30, 2024. Revenues for the six months ended June 30, 2025 were derived primarily from our TES unit sold in connection with the ENEL project.
Cost of Revenues
The following table presents the breakdown of cost of revenues for the six months ended June 30, 2025 and 2024:
| Six Months Ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| US dollars in thousands (unaudited) | ||||||||
| Consultants and subcontractors- thermal energy storage unit costs | $ | 426 | $ | - | ||||
| Write down of work-in-progress inventory to net realizable value | 636 | - | ||||||
| Operating costs not attributed to projects (mainly salary and related expenses) | 793 | 408 | ||||||
| Total | $ | 1,855 | $ | 408 | ||||
Our cost of revenues for the six months ended June 30, 2025, increased by 354% to $1,855 thousand, compared to $408 thousand for the six months ended June 30, 2024. This increase was primarily attributable to: (i) $426 thousand in costs related to the finalization of the ENEL project in 2025, (ii) a $636 thousand write-down of work-in-progress inventory to net realizable value, and (iii) an increase of $385 thousand in operating costs not attributed to projects, compared to the six months ended June 30, 2024.
Research and Development
The following table presents the breakdown net research and development expenses, for the six months ended June 30, 2025 and 2024:
| Six Months Ended June 30, | ||||||||
| US Dollars in thousands (unaudited) | 2025 | 2024 | ||||||
| Salary and related expenses | $ | 1,514 | $ | 1,363 | ||||
| Consultants and subcontractors | 131 | 210 | ||||||
| Expenditure on materials | 269 | 39 | ||||||
| Office maintenance | 200 | 177 | ||||||
| Other | 297 | 19 | ||||||
| Total | $ | 2,411 | $ | 1,808 | ||||
Research and development expenses, for the six months ended June 30, 2025 increased by 33% to $2,411 thousand compared to $1,808 thousand for the six months ended June 30, 2024. This increase was primarily driven by a $151 thousand rise in payroll and related expenses compared to the six months ended June 30, 2024. The main reason for this increase is that, during the six months ended June 30, 2024, certain payroll expenses were capitalized as part of the fixed assets related to the establishment of the production line. In addition, there was an increase of approximately $91 thousand in payroll expenses compared to the six months ended June 30, 2024, which was partially offset by a decrease of approximately $58 thousand in payroll costs attributed to employee stock options and bonuses. In addition, there was an increase of approximately $230 thousand in expenditures on materials, mainly due to higher costs related to the development projects of the Company’s core product, “Electricity to Steam,” during this period compared to the six months ended June 30, 2024, which was partially offset by a decrease of approximately $79 thousand in consultants and subcontractors expenses. Furthermore, there was an increase of approximately $278 thousand related to a provision recorded in connection with the Israel Innovation Authority, or the IIA.
We expect that our research and development expenses will slightly decrease, primarily as a result of the completion of the main phase of the Electricity-to-Steam application, subject to the timing and scope of future development projects.
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Selling and Marketing
Selling and marketing expenses for the six months ended June 30, 2025, increased by 1% to $624 thousand, compared to $616 thousand for the six months ended June 30, 2024. The increase was primarily attributable to a salary increase of $61 thousand, partially offset by a decrease of $41 thousand in consultants’ expenses.
Although we continue to enhance our market penetration efforts, primarily by partnering with local agents in our target markets, we expect that our selling and marketing expenses will not change significantly.
General and Administrative
General and administrative expenses decreased by 10% to $2,075 thousand for the six months ended June 30, 2025, compared to $2,313 thousand for the six months ended June 30, 2024. This decrease was primarily attributable to a $289 thousand reduction in allowances for credit losses related to the project in Brazil and a $225 thousand decrease in payments to consultants and insurance expenses. These reductions were partially offset by a net increase of $222 thousand in payroll and related costs, mainly due to the addition of two staff members during 2025 and higher salary costs for senior management.
Other Income (expenses), net
Other net income for the six months ended June 30, 2025, was $6 thousand, compared to other net expenses of $230 thousand for the six months ended June 30, 2024. This change was primarily due to the write-off recorded during the six months ended June 30, 2024, of the remaining value of the Rotem 1 project asset.
Operating Loss
Based on the foregoing, our operating loss increased from $5,375 thousand for the six months ended June 30, 2024, to $6,572 thousand for six months ended June 30, 2025.
Financial Income (expenses), Net
Net financial expenses for the six months ended June 30, 2025, were $837 thousand, compared to net financial income of $3,794 thousand for the six months ended June 30, 2024. The net financial expenses in 2025 were primarily attributable to exchange rate differences of $644 thousand and net interest expenses of $193 thousand, of which approximately $147 thousand related to the EIB loan agreement.
Net financial income for the six months ended June 30, 2024, was primarily attributable to financial income from a fair value adjustment of warrants of $4,114 thousand and income from exchange rate differences of $172 thousand, partially offset by warrant issuance costs of $473 thousand.
Share in equity Loss of Joint Venture
For the six months ended June 30, 2025, the Company recognized a Share in equity Loss of Joint Venture of approximately $45 thousand, reflecting the commencement of Brenmiller Europe S.L. in the first quarter of 2025, which will focus on the European market.
Net Loss and net comprehensive loss
The net loss for the six months ended June 30, 2025, increased by 371% to $7,454 thousand, compared to $1,581 thousand for the six months ended June 30, 2024. This increase was principally attributable to higher net financial expenses and an increase in operating loss, as described above.
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Liquidity and Capital Resources
Overview
Since our inception through June 30, 2025, we have funded our operations principally from receipt $124 million in proceeds from the issuance of our ordinary shares, options, warrants, convertible securities, loans and governmental grants. As of June 30, 2025, we had $2,160 thousand in cash and cash equivalents and restricted deposits.
The table below presents our cash flows for the periods indicated.
| Six Months Ended June 30, | ||||||||
| US dollars in thousands (unaudited) | 2025 | 2024 | ||||||
| Net cash used in operating activities | $ | (5,266 | ) | $ | (3,864 | ) | ||
| Net cash used in investing activities | (135 | ) | (247 | ) | ||||
| Net cash provided by financing activities | 3,348 | 7,974 | ||||||
| Net increase (decrease) in cash and cash equivalents and restricted deposits | $ | (2,053 | ) | $ | 3,863 | |||
Operating Activities
Since our incorporation, we have had ongoing losses and incurred negative cash flows from operating activities. For example, in the six months ended June 30, 2025, we had operating losses of $6,617 thousand. We have mainly financed our activities in the six months ended June 30, 2025 through the issuance of our ordinary shares and warrants. Management plans to continue to commercialize our products and services and secure sufficient financing through additional equity or debt financing and obtaining additional governmental grants. There are no assurances however, that we will be successful in obtaining the level of financing needed for our operations or that such financing will be available on terms acceptable to us.
Cash flows from operating activities consist primarily of adjustments to net loss for various non-cash items, including depreciation, fair value adjustment of warrants’ liability, warrants issuance costs, share-based compensation expenses, and non-cash interest and exchange rate differences, net. In addition, cash flows from operating activities are impacted by changes in operating assets and liabilities, which include inventory, prepaid expenses, accounts receivable, and other assets and accounts payable.
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.
Net cash used in operating activities for the six months ended June 30, 2024 was $3,864 thousand. This net cash used in operating activities primarily reflects a net loss of $1,581 thousand, and a non-cash adjustment of $2,462 thousand, a decrease of $187 thousand in prepaid expenses and receivables, an increase in other payables and deferred revenue of $159 thousand, partially offset by an increase of $18 thousand in inventory and a decrease in trade payables of $149 thousand. Net non-cash adjustment of $2,462 thousand consisted primarily of fair value adjustment of warrant liability of $4,114 thousand, warrants issuance costs of $473 thousand, loss from the write off the remaining asset from the closure of the Rotem 1 project of $233 thousand, a share-based compensation payment of $915 thousand, a depreciation of $56 thousand and non-cash interest and exchange rate differences, net of $25 thousand.
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Investing Activities
Net cash used in investing activities for the six months ended June 30, 2025, was $135 thousand. This net cash used in investing activities is attributable primarily to net capital expenditure of $43 thousand mainly for the production facility in Dimona and investment in a joint venture of $87 thousand.
Net cash used in investing activities for the six months ended June 30, 2024, was $247 thousand. This net cash used in investing activities is attributable primarily to capital expenditure of $251 thousand mainly for the production facility in Dimona.
Financing Activities
Net cash provided by financing activities for the six months ended June 30, 2025, was $3,348 thousand. This net cash is attributable to proceeds from the issuance of Ordinary Shares, pre-funded warrants and warrants of $3,729 thousand, partially offset by a fund raising and issuance costs of $381 thousand.
Net cash provided by financing activities for the six months ended June 30, 2024, was $7,974 thousand. This net cash is attributable to proceeds from the issuance of Ordinary Shares, pre-funded warrants and warrants of $8,827 thousand and the exercise of options and warrants amounting to a total of $3 thousand, partially offset by a fund raising and issuance costs of $856 thousand.
Current Outlook
We have financed our operations to date primarily through proceeds from the issuance of our ordinary shares, pre-funded warrants and warrants, revenues from the sale of products, and revenues from licensing fees, and engineering services, a loan from EIB and governmental grants. We have incurred losses and generated negative cash flows from operations since inception in 2012.
We expect to generate revenues from the sale of our products, heat-as-a-service operations, and other sources in the future. However, we do not anticipate that such revenues will be sufficient to support all of our operations in the near term. We expect our expenses to increase in connection with our activities, particularly as we continue the development of our products and expand our commercialization efforts. Accordingly, we expect that we will require substantial additional funding to support the growth of our operations, continue our research and development activities, commercialize our products, and advance projects that may need to be partially financed by us in order to penetrate relevant markets.
To address these needs, in July 2025 we entered into a Securities Purchase Agreement with Alpha, pursuant to which the Company agreed, subject to certain conditions, to issue and sell to Alpha up to an aggregate of $25 million in securities across multiple tranches, consisting of preferred shares, pre-funded warrants, and ordinary warrants.
As of June 30, 2025, our cash and cash equivalents and restricted deposits shown in the statement of cash flows were $2,160 thousand.
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On January 22, 2024, we entered into a securities purchase agreement with a U.S. based institutional investor for the sale of 48,000 Ordinary Shares, warrants to purchase up to 177,778 Ordinary Shares, and pre-funded warrants to purchase up to 129,778 Ordinary Shares, at a price of $22.50 per Ordinary Share and accompanying warrant, less $0.0005 per pre-funded warrant, for aggregate gross proceeds of approximately $4.0 million before deducting placement agent fees and other offering expenses, or the January 2024 Offering. After deducting costs associated with the offering, our net proceeds were $3.4 million. The warrants are exercisable immediately at a price of $25.00 per share and will expire five years from the date of issuance. The pre-funded warrants are exercisable immediately at a price of $0.0005 per share and are exercisable until exercised in full. The offering closed on January 25, 2024. On May 17, 2024 the pre-funded warrants were fully exercised.
On January 22, 2024, we entered into a placement agency agreement, or the Placement Agency Agreement, with A.G.P./Alliance Global Partners, or the Placement Agent, pursuant to which the Placement Agent agreed to serve as placement agent for the issuance and sale of Ordinary Shares, warrants and pre-funded warrants. We agreed to pay the Placement Agent an aggregate cash fee equal to 7.0% of the gross proceeds received by from the sale of the securities in this offering, however in the case of certain identified investors we agreed to pay a cash fee equal to 3.5% of the gross proceeds received by us from such investors. Pursuant to the Placement Agency Agreement, we also agreed to pay the Placement Agents $105,000 for accountable expenses and $25,000 for non-accountable expenses. The Placement Agency Agreement has indemnification and other customary provisions for transactions of this nature.
On August 4, 2024, we entered into a definitive securities purchase agreement with Alpha for a private placement of 200,000 Ordinary Shares at a price of $5.25 per share. The closing of the private placement is subject to certain conditions, including us obtaining consent from an existing lender within 90 days of signing the securities purchase agreement. Under the terms of the securities purchase agreement, Alpha will also have the right to make a further investment for 200,000 additional Ordinary Shares (or ordinary share equivalents) in the event that our Ordinary Shares close at or above $12.50 per share within the next 12 months. The securities purchase agreement provides for registration rights for the Ordinary Shares and we have agreed to file a registration statement with the Securities and Exchange Commission to register the resale of the Ordinary Shares within thirty (30) days of closing. The private placement is expected to result in gross proceeds of approximately $1.05 million. We intend to use the net proceeds from the private placement for general corporate purposes, including working capital. On January 16, 2025, we entered into a second amendment, or the Second Amendment, to the securities purchase agreement with Alpha. Pursuant to the Second Amendment, it was agreed to extend the notice period provided by Alpha to us to fifteen (15) business days in connection with Alpha’s right to make a further investment for 200,000 additional Ordinary Shares (or ordinary share equivalents) in the event that our Ordinary Shares close at or above $12.50 per share within 12 months from the date of the securities purchase agreement. Under the Second Amendment we also had the right to call Alpha’s additional investment right under certain circumstances in the event that the closing price of our Ordinary Shares is $20.00 or more for three consecutive trading days. The option under the Second Amendment has expired.
On May 12, 2025, we entered into a securities purchase agreement with certain investors. For further details, see “Recent Developments—May 2025 Public Offering”.
On July 25, 2025, we entered into the July 2025 Securities Purchase Agreement, with Alpha. For further details, see “Recent Developments—July 2025 Private Placement”.
Until we can generate significant recurring revenues and profit, we expect to satisfy our future cash needs through debt and/or equity financings and through government grants. However, there is no assurance that we will be successful accomplishing these plans. If we are unable to obtain sufficient capital, we may need to reduce, delay, or adjust our operating expenses, including commercialization of existing products, or we will be unable to expand our operations as desired.
We expect to continue incurring losses and negative cash flows from operations until our products reach profitability. As a result of these expected losses and negative cash flows from operations, along with our current cash position, our management and auditors have concluded that these conditions raise substantial doubt about our ability to continue as a going concern.
Nasdaq Listing Rule 5550(b)(1) requires listed companies to maintain stockholders’ equity of at least $2.5 million. Although as of June 30, 2025, we had shareholders’ equity of $1,193 thousand, following the Equity Closing on September 29, 2025 in connection with the July 2025 Private Placement described above, we believe we currently demonstrate compliance with the stockholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1). We are committed to continuing to monitor our financial position and to take measures, as necessary, to ensure ongoing compliance with applicable Nasdaq listing requirements.
Critical Accounting Estimates
The preparation of financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses during the reporting periods. A comprehensive discussion of our critical accounting estimates is included under the 2024 Annual Report.
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