BNRG Brenmiller Energy Ltd

 

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 December 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 27, 2024, Brenmiller Energy Ltd. (the “Company”) and The European Investment Bank (the “EIB”) signed an amendment (the “Amendment”) to the credit facility agreement by and between the Company and the EIB dated March 31, 2021 (the “EIB Agreement”). Under the Amendment, the EIB provided its consent and amended certain provisions of the EIB Agreement to facilitate the Company to close the Offering (as defined below).

 

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Report of Foreign Private Issuer on Form 6-K (the “Report”) and incorporated herein by reference.

 

Following the Amendment, on December 4, 2024, the Company closed its previously announced private placement offering of 1,000,000 ordinary shares, no par value per share (the “Ordinary Shares”), with Alpha Capital Anstalt for aggregate gross proceeds of $1.05 million (the “Offering”). The Ordinary Shares in the Offering have not been registered under the U.S. Securities Act of 1933, as amended, and may not be sold in the United States absent registration or an applicable exemption from the registration requirements. This Report shall not constitute an offer to sell or the solicitation of an offer to buy the Ordinary Shares, nor shall there be any sale of the Ordinary Shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction

 

On December 4, 2024, the Company issued a press release titled “Brenmiller Energy Closes on $1.05 Million Private Placement with Existing Institutional Shareholder”, a copy of which is included as Exhibit 99.1 to this Report and is incorporated by reference herein.

 

This Report 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 is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

 

 

EXHIBIT INDEX

 

Exhibit No.
10.1		Amendment No. 7 to the Finance Agreement, dated November 27, 2024, by and between The European Investment Bank and Brenmiller Energy Ltd.
99.1		Press release issued by Brenmiller Energy Ltd. dated December 4, 2024, titled “Brenmiller Energy Closes on $1.05 Million Private Placement with Existing Institutional Shareholder”.

 

 

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: December 4, 2024	By:	/s/ Avraham Brenmiller
		Name:	Avraham Brenmiller
		Title:	Chief Executive Officer

 

3

 

Exhibit 10.1

 

Corporate Use

 

BY E-MAIL and BY COURIER

 

Brenmiller Energy Ltd (the “Borrower”)

13 Amal St.

Rosh Haayin

Israel

For the attention of: Brenmiller, Executive Vice President

E-mail: info@bren-energy.cοm

 

Luxembourg, 27 November 2024

JU/OPS-POL/RFV/SB/EMC/fb N°2024-15848

 

Subject:	NEW THERMAL STORAGE MANUFACTURING PLANT (EDP)
	Operation Number (Serapis N°): 2018-0605; Contract Number (FI N°): 90061
	Finance contract between the European Investment Bank (the “Bank”) and the Borrower dated 31 March 2021, as amended from time to time prior to the date of this Letter (the “Finance Contract”)

 

Consent , Waiver and Amendment Letter N° 7

 

We refer to the Finance Contract.

 

1.	DEFINITIONS AND INTERPRETATION

 

1.1.	In this consent, waiver and amendment letter (the “Letter”):

 

“Effective Date” means the date on which the Bank confirms (including by electronic mail or other electronic means) to the Borrower that the Bank has received in form and substance satisfactory to it:

 

(a)

a scanned version of the signed Letter in accordance with the provisions of Article 9 (Signing Instructions) of this Letter, duly signed by the Borrower;

 

(b)

evidence that the execution of this Letter by the Borrower has been duly authorised and that the person or persons signing this Letter on behalf of the Borrower is/are duly authorised to do so. Such evidence must be provided by the Borrower together with this duly signed Letter, unless it has been previously delivered to the Bank, or the Borrower confirms in writing that no change has occurred in relation to the authority of the person or persons authorised to sign this Letter on behalf of the Borrower; and

 

(c)

evidence a copy of any other authorisation or other document, opinion or assurance which the Bank considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of, and the transactions contemplated by, this Letter or the security provided in respect of this Letter or the validity and enforceability of this Letter or any ancillary documents thereto.

 

1.2.	Unless the context otherwise requires or unless otherwise defined, terms defined in the Finance Contract and expressions used in the Finance Contract have the same meaning when used in this Letter.

 

1.3.	The principles of construction set out in the Finance Contract shall have effect as if set out in this Letter.

 

1.4.	Any reference to an “Article” is, unless the context otherwise requires or it is indicated otherwise, a reference to an Article of this Letter.

 

1.5.	Article headings are for ease of reference only.

 

 

1.6.	With effect from the Effective Date, any reference in the Finance Contract to “this Contract” (or other similar references) shall be read and construed as a reference to the Finance Contract, as amended by this Letter.

 

2.	BACKGROUND

 

2.1.	We refer to the Borrower’s letters dated 6 August 2024 and 5 September 2024, whereby the Borrower informed the Bank that:

 

(a)

the Borrower has entered into a private share placement agreement with Alpha Capital (“Alpha’’), of 1,000,000 ordinary shares at a price of USD 1.05 per share, with Alpha having the right to make a further investment for 1,000,000 additional shares if Brenmiller’s share price closes at or above USD 2.50 per share within the 12 months period following the closing of the private placement, as communicated to the EIB on 6 August 2024.

 

(b)

pursuant to the private share purchase agreement, the shareholdings of Avi Brenmiller (CEO and Founder of the Borrower) shall cease to be more than 10% (ten percent) of the issued share capital of the Borrower and the anticipated shareholdings of Alpha shall increase beyond 10% (ten percent) of the share capital of the Borrower (Change-of-Control Events); and

 

(c)

Avi Brenmiller ceased to be the beneficial owner directly or indirectly through wholly owned subsidiaries of more than 10% (ten percent) of the issued share capital of the Borrower (Change-of-Control Event) due to share dilution as a result of the Borrower’s fundraising activities through at-the-market offerings on 30 August 2024, which was communicated to the EIB on 5 September 2024.

 

(the “Notified Events” and each a “Notified Event”).

 

2.2.	As a result of the Notified Events, pursuant to the terms of the Finance Contract, the Bank would, inter alia, be entitled to:

 

(a)

suspend and/or cancel the undisbursed portion of the Credit in accordance with Article 2.6(b) (Cancellation) of the Finance Contract;

 

(b)

demand the compulsory prepayment of the Loan Outstanding in accordance with Article 5.3.2 (Change Events) of the Finance Contract; and

 

2.3.	In light of the above, the Borrower has requested the Bank to provide its consent to the private share placement agreement between the Borrower and Alpha and amend and waive certain provisions of the Finance Contract, as further described below.

 

3.

Consent

 

With effect from the Effective Date, the Bank consents to the Notified Event relating to the private share placement agreement between the Borrower and Alpha.

 

4.

WAIVER

 

With effect from the Effective Date, the Bank waives its rights to:

 

(a)

suspend and/or cancel the undisbursed portion of the Credit in accordance with Article 2.6(b) (Cancellation and suspension) of the Finance Contract as a result of the Notified Event consisting of the Change-of-Control Event which occurred on 30 August 2024, when Avi Brenmiller ceased to be the beneficial owner directly or indirectly through whole subsidiaries of more than 10% of the issued share capital of the Borrower; and

 

(b)

demand a compulsory prepayment of the Loan Outstanding in accordance with Article 5.3.2 (Change Events) of the Finance Contract as a result of the Notified Event consisting of the Change-of-Control Event which occurred on 30 August 2024, when Avi Brenmiller ceased to be the beneficial owner directly or indirectly through whole subsidiaries of more than 10% of the issued share capital of the Borrower.

 

 

5.	AMENDMENT TO THE FINANCE CONTRACT

 

With effect from the Effective Date, the Finance Contract shall be amended as set out below:

 

(a)

Limb (b) of the definition of “Change-of-Control Event” in the “Definitions” section of the Finance Contract shall be deleted in its entirety and replaced with the following:

 

“(b) Avi Brenmiller disposes of any of his shares in the Borrower.”

 

6.	Representations

 

6.1.	The Borrower represents and warrants to the Bank on the date it countersigns this Letter and on the Effective Date that:

 

(a)

each Repeating Representation is correct in all respects on the date of counter-signature of this Letter;

 

(a)

no Event of Default has occurred and is continuing unremedied or unwaived;

 

(b)

it complies with its obligations under the Finance Documents and it undertakes to promptly inform the Bank should it no longer so comply; and

 

(c)

has taken all necessary actions to authorise its entry into, performance and delivery, of this Letter and the transactions contemplated hereby.

 

7.	MISCELLANEOUS

 

7.1.

Other than in accordance with the provisions of Article 3 (Consent), Article 4 (Waiver) and Article 5 (Amendment to the Finance Contract) of this Letter, nothing in this Letter shall affect the rights of the Bank in respect of the occurrence of any Event of Default or breach (however described) or non-compliance in connection with the Finance Documents, including without limitation any Event of Default or breach (however described) or non-compliance in connection with the Finance Documents which has not been disclosed by the Borrower in writing prior to the date of this Letter or which arises on or after the date of this Letter.

 

7.2.

The provisions of the Finance Documents shall, save as amended by this Letter, continue in full force and effect. This Letter is not (and shall not be deemed to be) a consent, agreement, amendment or waiver in respect of any terms, provisions or conditions of the Finance Documents, except as expressly agreed herein. The Bank reserves any other right or remedy it may have now or subsequently.

 

7.3.	This Letter does not entail a novation of, or have a novative effect on, the Finance Documents.

 

7.4.

The Bank issues this Letter acting in reliance upon the information supplied to the Bank by the Borrower until the date hereof in relation to such matters being true, complete and accurate. It shall be without prejudice to any rights which the Bank may have at any time in relation to any other circumstance or matter other than as specifically referred to in this Letter or in relation to any such information not being true, complete and accurate, which rights shall remain in full force and effect.

 

7.5.	The Borrower shall, at the request of the Bank and at its own expense, do all such acts and things necessary or desirable to give effect to the amendments effected or to be effected pursuant to this Letter.

 

7.6.	The Bank and the Borrower designate this Letter as a “Finance Document”.

 

7.7.

The provisions of Articles 9.4 (Non-Waiver), 10.2 (Jurisdiction), 10.3 (Place of performance), 10.6 (Invalidity), 10.7 (Amendments), 10.8 (Counterparts) and 11.1 (Notices) of the Finance Contract shall be incorporated into this Letter as if set out in full in this Letter and as if references in those clauses to “this Contract” are references to this Letter.

 

 

8.	GOVERNING LAW

 

8.1.	This Letter and any non-contractual obligations arising out of or in connection with it shall be governed by the laws of Luxembourg.

 

9.	Signing instructions

 

In order to confirm your agreement to the above, we kindly ask you to (i) print-out copy of this Letter, date it and ensure that it is duly signed on behalf of the Borrower and (ii) return by e-mail to the Bank a scanned version of the signed original Letter marked to the attention of Mr Stefan Becker, Legal Department at e-mail address: s.becker@eib.org with a copy to ju-pol-rfv-assistants-mailbox@eib.org, at your earliest convenience.

 

Without prejudice to the above and for the purposes of keeping records of the execution of this Letter, the Bank will deliver to the Borrower 3 (three) originals in paper form and executed on behalf of the Bank. The Borrower shall ensure that such originals are duly executed and that two (2) originals of this Letter, duly signed by all parties, are returned to the Bank.

 

Yours faithfully,

EUROPEAN INVESTMENT BANK

 

/s/ Maria-Teresa Massaad		/s/ Ovidiu Morariu
Maria-Teresa MASSAAD		Ovidiu MORARIU
Head of Division		Head of Unit

 

Agreed and accepted for and on behalf of
BRENMILLER ENERGY LTD
as the Borrower
/s/ Avi Brenmiller
Name: Avi Brenmiller
Title: Chairman & CEO
Date: November 27, 2024

 

 

4

 

Exhibit 99.1

 

Brenmiller Energy Closes on $1.05 Million Private Placement with Existing Institutional Shareholder

 

Investor has the right to purchase 1 million additional ordinary shares if the Company’s ordinary shares close at or above $2.50 per share within the next 12 months

 

Rosh Ha’ayin, Israel, December 4, 2024 – Brenmiller Energy Ltd. (“Brenmiller”, “Brenmiller Energy” or the “Company”) (Nasdaq: BNRG), a leading global provider of thermal energy storage (“TES”) solutions for industrial and utility customers, today announced it has closed its previously announced private placement with one of the Company’s existing institutional investors for aggregate gross proceeds of $1.05 million.

 

In connection with the private placement, the Company sold to the investor 1,000,000 ordinary shares of the Company at a price of $1.05 per share, reflecting a 52% premium to the closing price for the Company’s ordinary shares on Nasdaq on August 2, 2024, the last closing price prior to when the securities purchase agreement was signed, and a 33% premium to the closing price of $0.79 on December 4, 2024 when the private placement closed. The investor maintains the right to make a further investment for 1,000,000 additional ordinary shares (or ordinary share equivalents) in the event that the Company’s ordinary shares close at or above $2.50 per share within the next 12 months.

 

The Company intends to use the net proceeds from the private placement for general corporate purposes, including working capital.

 

The securities described above were sold in a private placement and have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (the “SEC”) or an applicable exemption from such registration requirements. The securities purchase agreement with the investor provides for registration rights for the ordinary shares and the Company has agreed to file a registration statement with the SEC to register the resale of the ordinary shares within thirty (30) days of closing.

 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

About Brenmiller Energy Ltd.

 

Brenmiller Energy helps energy-intensive industries and power producers end their reliance on fossil fuel boilers. Brenmiller’s patented bGen™ 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 (formerly Twitter) 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 in this press release when it discusses: the investor’s future investment right; registration rights related to the private placement offering; and the intended use of proceeds from the private placement offering. 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, 2023 filed with the SEC on March 18, 2024, 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.

 

Media Contact:

 

Tori Bentkover

brenmillerenergy@antennagroup.com

 

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