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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of August 2025
Commission File Number: 001-41402
BRENMILLER ENERGY LTD.
(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
As previously disclosed on a Form 6-K by Brenmiller Energy Ltd., or the Company, on July 25, 2025 the Company entered into a securities purchase agreement, or the SPA, with Alpha Capital Anstalt, or Alpha, pursuant to which the Company agreed to issue and sell to Alpha, subject to certain conditions, up to an aggregate of $25 million in securities across multiple tranches, consisting of preferred shares, pre-funded warrants, and ordinary warrants. On July 28, 2025, an initial closing, or the PFW Closing, took place for a subscription amount of $1.2 million whereby 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.
On August 11, 2025, the Company and Alpha entered into an amendment to the SPA, 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 PFW Closing to $1,395,790.
The securities referred to herein were offered pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended, or the Securities Act, and Rule 506(b) of Regulation D promulgated thereunder. The securities have not been registered under the Securities Act or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.
The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment which is attached as Exhibit 10.1 to this Report of Foreign Private Issuer on Form 6-K, or the Report, and is incorporated herein by reference.
Safe Harbor Statement
This Report contains expressed or implied forward-looking statements pursuant to U.S. Federal securities laws. For example, the Company is using forward-looking statements when discussing subsequent closings under the terms of the SPA up to an aggregate of $25 million in securities across multiple tranches, consisting of preferred shares, pre-funded warrants, and ordinary warrants. These forward-looking statements and their implications are based on the current expectations of the management of the Company only and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Except as otherwise required by law, the Company undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. More detailed information about the risks and uncertainties affecting the Company is contained under the heading “Risk Factors” in the Company’ annual report on Form 20-F for the year ended December 31, 2024 filed with the Securities and Exchange Commission, or SEC, which is available on the SEC’s website, www.sec.gov, and in subsequent filings made by the Company with the SEC.
This Report is incorporated by reference into the Company’s Registration Statements on Form F-3 (File Nos. 333-289219, 333-283874, 333-272377 and 333-273028) and Form S-8 (File Nos. 333-272266, 333-278602 and 333-284377), 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.
| Exhibit No. | ||
| 10.1 | Amendment Number 1 to the Securities Purchase Agreement, dated as of August 11, 2025, between the Company and the purchaser named on the signature page thereto. |
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: August 11, 2025 | By: | /s/ Ofir Zimmerman | |
| Name: | Ofir Zimmerman | ||
| Title: | Chief Financial Officer | ||
Exhibit 10.1
AMENDMENT NO. 1 TO
SECURITIES PURCHASE AGREEMENT
This AMENDMENT NO. 1 to SECURITIES PURCHASE AGREEMENT (this “Amendment”) is entered into as of August 11, 2025, by and between Brenmiller Energy Ltd., a company organized and existing under the laws of the State of Israel (the “Company”), and Alpha Capital Anstalt (the “Purchaser”), with respect to that certain Securities Purchase Agreement dated as of July 25, 2025 (the “SPA”).
WHEREAS, the Company and the Purchaser have agreed to certain amendments to the SPA, subject to the terms and conditions of this Amendment.
WHEREAS, pursuant to Section 5.5 of the SPA, the SPA may be modified or amended or the provisions thereof waived with the written consent of the Company and the Purchaser; and
WHEREAS, the Company and the Purchaser desire to amend the SPA as set forth in this Amendment.
WHEREAS the Company and the Purchaser desire to amend the aggregate subscription amount of the pre-funded warrant and warrants in connection with the PFW Closing.
NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Company and the Purchaser hereby agree as follows:
1. Amendment to Section 2.1. Section 2.1 of the SPA is amended and restated in its entirety as follows:
2.1 PFW Closing. On the PFW Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchaser, severally and not jointly, agree to purchase, up to an aggregate of $1,395,790 PFW Subscription Amount of Pre-Funded Warrant and Warrants. The Company and Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the PFW Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the PFW Closing shall occur remotely via the exchange of documents and signatures or such other location as the parties shall mutually agree.
2. Amendment to Section 2.4. Section 2.4 of the SPA is amended and restated in its entirety as follows:
2.4 Equity Closing. On the Equity Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchaser, severally and not jointly, agree to purchase, up to an aggregate of $5,195,790 of Preferred Shares and Warrants, $3,800,000 of which will be a new cash investment (the “Cash Portion”) and up to $1,395,790 of which will be at the discretion of the Purchaser by tendering any portion of the Pre-Funded Warrant not previously exercised (the “PFW Subscription Portion”). The Company and Purchaser shall deliver the other items set forth in Section 2.5 deliverable at the Equity Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.5 and 2.6, the Equity Closing shall occur remotely via the exchange of documents and signatures or such other location as the parties shall mutually agree.
3. No Further Amendment. Except as amended by this Amendment, the SPA remains unaltered and shall remain in full force and effect.
4. Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Amendment shall be determined in accordance with the provisions of the SPA.
5. Counterparts. This Amendment may be executed in any number of counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. Signatures delivered by facsimile, electronic mail (including as a PDF file) or other transmission method shall be deemed to be original signatures, shall be valid and binding, and, upon delivery, shall constitute due execution of this Amendment.
(Signature page follows)
IN WITNESS WHEREOF, each of the Company and the Purchaser has caused this Amendment to be executed by its officer thereunto duly authorized as of the date first above indicated.
| COMPANY | ||
| Brenmiller Energy Ltd. | ||
| By: | /s/ Ofir Zimmerman | |
| Name: | Ofir Zimmerman | |
| Title: | Chief Financial Officer | |
| PURCHASER | ||
| Alpha Capital Anstalt | ||
| By: | /s/ Nicola Feuerstein | |
| Name: | Nicola Feuerstein | |
| Title: | Director | |