Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

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 November 2024

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

On November 3, 2024, Brenmiller Energy Ltd. (the “Company”) entered into an amendment (the “Amendment Agreement”) to the private placement agreement with Alpha Capital Anstalt (“Alpha”), dated August 4, 2024 (the “Securities Purchase Agreement”). The Securities Purchase Agreement was previously announced by the Company on August 5, 2024.

Pursuant to the Amendment, the Company and Alpha have agreed to extend the time by which the Company shall obtain consent from an existing lender of the Company, in connection with the transactions contemplated by the Securities Purchase Agreement, from within 90 days of signing the Securities Purchase Agreement to within 120 days of signing the Securities Purchase Agreement.

This Report of Foreign Private Issuer on Form 6-K is incorporated by reference into the Company’s Registration Statements on Form F-3 (File Nos. 333-272377 and 333-273028) and Form S-8 (File Nos. 333-272266 and 333-278602), filed with the Securities and Exchange Commission, to be a part thereof from the date on which this Report of Foreign Private Issuer on Form 6-K is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

EXHIBIT INDEX

Exhibit No.
10.1		Amendment No. 1 to the Securities Purchase Agreement, dated November 3, 2024.

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: November 6, 2024	By:	/s/ Ofir Zimmerman
		Name:	Ofir Zimmerman
		Title:	Chief Financial Officer

Exhibit 10.1

AMENDMENT NO. 1
TO THE
BRENMILLER ENERGY LTD.

PRIVATE PLACEMENT AGREEMENT

November 3, 2024

This Amendment No. 1 to the Private Placement Agreement (the “Amendment”) is made and entered into as of November 3, 2024 (the “Effective Date”) by Brenmiller Energy Ltd., an Israeli corporation (the “Company”), and Alpha Capital Anstalt (the “Investor”).

WHEREAS, the Private Placement Agreement (the “Agreement”) was made and entered into as of August 4, 2024, by the Company and the Investor to purchase 1,000,000 of the Company’s ordinary shares, no par value per share (“Ordinary Shares”), at purchase price of $1.05 per share;

WHEREAS, the Company and the Investor agree to amend the terms of the Agreement to make certain edits to Section 3.3.1. of the Agreement; and

WHEREAS, the Investor and the Company have agreed to amend the Agreement pursuant to the provisions of Section 6.2. of the Agreement.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Definitions. Capitalized terms used and not defined in this Amendment have the respective meanings ascribed to them in the Agreement.

Amendments to the Agreement. Section 3.3.1. of the Agreement is hereby deleted and replaced in its entirety with the following:

“Within 120 calendar days of the date hereof, the Company obtaining consent from The European Investment Bank (“EIB”) with respect to that certain Finance Agreement by and among the EIB and the Company dated March 31, 2021 (the “EIB Agreement”) regarding the change-of-control events enumerated in the EIB Agreement such that the Ordinary Shares and Future Investment (defined in Section 6.4) may be fully issued regardless of the beneficial ownership of Mr. Avraham Brenmiller in the issued share capital of the Company.”

Effective Date. Unless otherwise stated herein, this Amendment is effective as of the Effective Date.

Miscellaneous

Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that state, without reference to conflict of laws principles thereof.

Counterparts. This Amendment may be executed and delivered (including by facsimile or other electronic transmission) in any number of counterparts, and by the different parties hereto in separate counterparts, each of which when executed (including by the affixing of signatures electronically) and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

Continuation of the Agreement. Except as expressly modified by this Amendment, the Agreement shall continue to be and remain in full force and effect in accordance with its terms. Any future reference to the Agreement shall be deemed to be a reference to the Agreement as modified by this Amendment.

(Signature Pages Follow)

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered by their respective duly authorized officers as of the date first above written.

Brenmiller Energy Ltd.